Common use of Designation of Restricted and Unrestricted Subsidiaries Clause in Contracts

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the designation would not cause a Default. All outstanding Investments owned by the Company and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment made at the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company Sunoco LP and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be either an Investment made at as of the time of the designation and that will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or be a Permitted InvestmentInvestment under one or more clauses of the definition of Permitted Investments, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The determined by Sunoco LP; provided that any designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company Sunoco LP as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors of the General Partner giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company Sunoco LP as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall Sunoco LP will be in default of such Section 4.09covenant. The Board of Directors of the Company General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of Sunoco LP; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company Sunoco LP of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; period and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be either an Investment made at as of the time of the designation and that will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or be represent a Permitted InvestmentInvestment under one or more clauses of the definition of Permitted Investments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding The foregoing notwithstanding, during the foregoingsuspension of certain covenants pursuant to Section 4.18, no Subsidiary the Company’s Board of the Company shall be designated an Directors may not designate any of its Subsidiaries as Unrestricted Subsidiary during any Suspension PeriodSubsidiaries pursuant to this Section 4.17.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the (i) that designation would not cause a Default, (ii) such designation is for a valid business purpose of the Company as determined by the Board of Directors (such as in connection with the obtaining of non-recourse financing for implementation of government contracts, or the leasing of spectrum licenses from the Company and its Restricted Subsidiaries in joint ventures in particular markets) and (iii) such designated Subsidiary does not own any FCC License. All If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Restricted Subsidiary so designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 5.07 hereof or be a under one or more applicable clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not of the Company otherwise meet meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. The determination of Fair Market Value for the foregoing purposes will be made by the Board of Directors of the Company, such determination to be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if such Fair Market Value exceeds $5.0 million. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the a Board Resolution giving effect to such designation and making the applicable determination of Fair Market Value, and an Officer’s Certificate certifying that such designation complied complies with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.075.07 hereof, together with a copy of any fairness opinion or appraisal required by this Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.095.09 hereof, the Company shall will be in default of such Section 4.095.09 hereof. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company under this Indenture; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.095.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default under this Indenture would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 10.9 of this Indenture or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. . (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the a Board Resolution of the Company giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.0710.9. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.0910.11, the Company shall will be in default Default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1i) such Indebtedness is permitted under Section 4.0910.11, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2ii) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board (a) Subject to the terms of Directors this Section, the board of directors of the Borrower may designate any Restricted Subsidiary to be as an Unrestricted Subsidiary in accordance with (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary to the definition of “Unrestricted Subsidiary” if the extent such formation or acquisition is otherwise permitted hereunder); provided that (i) such designation would not cause result in a DefaultDefault or Event of Default and (ii) any such individual Subsidiary is not a guarantor of, or a “restricted subsidiary” (or equivalent term) under, any Material Indebtedness or any other Indebtedness permitted pursuant to Section 10.1(k). All outstanding Investments owned by the Company and its Restricted Subsidiaries in the If a Subsidiary is designated Unrestricted Subsidiary will be treated as an Investment made at the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted InvestmentUnrestricted Subsidiary, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in such Subsidiary shall be deemed to be Investments at made as of the time of the designation, subject to the limitations hereof on Restricted Payments. The That designation will not shall only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. . (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee Administrative Agent by filing providing prompt written notice to the Administrative Agent together with the Trustee a certified copy of the Board Resolution resolution of the board of directors of the Borrower giving effect to such designation and an Officer’s Certificate a certificate from a Responsible Officer of the Borrower certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07this Section. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be deemed an Unrestricted Subsidiary for purposes of this Indenture Agreement and the other Loan Documents, and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.0910.1, the Company Borrower shall be in default Default of such Section 4.09. covenant. (c) The Board board of Directors directors of the Company Borrower may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation redesignation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation redesignation shall only be permitted if (1i) such Indebtedness is permitted under Section 4.0910.1, (ii) the Borrower has demonstrated to the Administrative Agent compliance with Section 9.1, Section 9.2 and Section 9.3 calculated on a pro forma basis as if such designation redesignation had occurred at the beginning of the most recent four-quarter reference period; period ended prior to the date of such redesignation for which financial statements have to be delivered pursuant to Section 7.1, (iii) the Borrower has complied with Section 8.11, and (2iv) no Default or Event of Default would be in existence following such designation. redesignation. (d) Notwithstanding the foregoing, no promptly after the date on which the Borrower or the Administrative Agent determines that any individual Unrestricted Subsidiary fails to satisfy the requirements specified in the definition of the Company “Unrestricted Subsidiary”, then such Unrestricted Subsidiary shall be designated an Unrestricted redesignated as a Restricted Subsidiary during any Suspension Periodand the Borrower agrees to deliver all instruments, documents, certificates and opinions required pursuant to Section 8.11(a).

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be either an Investment made at as of the time of the designation and that will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or be represent a Permitted InvestmentInvestment under one or more clauses of the definition of Permitted Investments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the a Board Resolution giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. 4.07 hereof If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at the time as of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the applicable Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Subsidiary and if such Investment would be permitted at that time, either pursuant to (a) Section 4.07 or (b) the definition of Permitted Investment. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors of the Company giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any the requirements of the requirements as an definition of “Unrestricted Subsidiary, ,” it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this the Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.06, the Company shall will be in default Default of such Section 4.09. 4.06. (c) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be either (1) an Investment made at as of the time of the designation and that will either reduce the amount available for Restricted Payments under Section 4.07(a) hereof or be (2) a Permitted InvestmentInvestment under one or more clauses of the definition of Permitted Investments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; period and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) hereof or be a represent Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted the Subsidiary does not so designated otherwise meet meets the definition of an Unrestricted Subsidiary. . (b) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and the creation, incurrence, assumption or otherwise causing to exist any Lien of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, (2) such Lien is permitted under Section 4.12 and (3) no Default or Event of Default would be in existence following such designation. (c) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy resolution of the Board Resolution of Directors of the Company giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, (i) it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Indenture, (ii) any Indebtedness and any Indebtedness Lien of such Subsidiary shall will be deemed to be have been incurred by a Restricted Subsidiary of the Company as of such date and, and (iii) if such Indebtedness is not permitted to be have been incurred as of such date under Section 4.094.09 or Section 4.12, as applicable, the Company shall will be in default Default of such Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09covenant, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Periodapplicable.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with if: (1) [Reserved]; (2) such Restricted Subsidiary meets the definition of an “Unrestricted Subsidiary” if ”; (3) the designation would not constitute or cause (with or without the passage of time) a Default. All outstanding Investments owned by Default or Event of Default or no Default or Event of Default would be in existence following such designation; and (4) the Company and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment made at the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced delivers to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors of the Company giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07preceding conditions. If, at any time, any Unrestricted Subsidiary designated as such would fail to meet any of the preceding requirements as an Unrestricted Subsidiary or any other Unrestricted Subsidiary would fail to meet the definition of an “Unrestricted Subsidiary, it shall ,” then such Subsidiary will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness Indenture. In connection with the occurrence of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09Contract Unwind Trigger, the Company shall may cause an applicable Restricted Subsidiary to be designated an Unrestricted Subsidiary if it meets the conditions set forth in default of such this Section 4.09. 4.14(a). (b) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if if: (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and [Reserved]; (2) no the designation would not constitute or cause a Default or Event of Default would be in existence following such designation. Notwithstanding Default; and (3) the foregoing, no Subsidiary Company delivers to the Trustee a certified copy of a resolution of the Board of Directors of Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions. The Company shall be designated an Unrestricted required to designate each applicable Subsidiary during any Suspension Periodthat is required to provide a Note Guarantee pursuant to Section 4.13 hereof to become a Restricted Subsidiary and shall cause each such Subsidiary to become a Guarantor and pledge its assets and property as Collateral pursuant to Section 4.13 (“Additional Note Guarantees”) and shall be required to comply with the conditions set forth in this clause (b) of this Section 4.14 in connection therewith within 20 Business Days or as soon as practicable where applicable local law requires additional time for compliance with applicable legal requirements.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary and any Unrestricted Subsidiary to be a Restricted Subsidiary, in accordance with the definition of “Unrestricted Subsidiary” each case, if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its the Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.04 or be a under one or more clauses of the definition of “Permitted Investment”, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. . (b) If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred Incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred Incurred as of such date under Section 4.094.06, the Company shall will be in default of such Section 4.09. The Board of Directors of the Company may at any time designate any 4.06. (c) If an Unrestricted Subsidiary to be is designated as a Restricted Subsidiary; provided , that such designation shall will be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.06 (including pursuant to Section 4.06(b)(5), treating such designation as an acquisition for the purpose of such clause), calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference periodRelevant Testing Period; and (2) no Default or Event of Default would be in existence immediately following such designation. Notwithstanding the foregoing, no Subsidiary of Any such designation by the Company shall be designated or the re-designation of an Unrestricted Subsidiary during any Suspension Periodto a Restricted Subsidiary as contemplated hereby shall be evidenced to the Trustee on the date of such designation or re-designation by filing with the Trustee an Officer’s Certificate certifying that such designation or re-designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the designation would not cause a Default. All outstanding Investments owned by the Company and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment made at the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis Pro Forma Basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be either: (1) an Investment made at as of the time of the designation and that will either reduce the amount available for Restricted Payments under Section 4.07(a4.08 hereof; or (2) or be a Permitted InvestmentInvestment under one or more clauses of the definition of Permitted Investments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. . (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.08 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if date. If such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall will be in default of such Section 4.09. covenant. (c) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if if: (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of Parent (other than the Company) or any newly acquired subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If such Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned in such Restricted Subsidiary by the Company Parent and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time under one or more clauses of the designationdefinition of “Permitted Investments,” as determined by the Company. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. . (b) Any designation of a Subsidiary of the Company Parent as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors of the Company giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company Parent as of such date and, if such Indebtedness is not permitted to be incurred as of such date under pursuant to Section 4.094.09 hereof, the Company shall will be in default of such Section 4.094.09 hereof. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of Parent; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company Parent of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under by Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary Any designation of the Company shall be designated an Unrestricted Subsidiary during any Suspension Periodas a Restricted Subsidiary shall be evidenced to the Trustee by delivery to the Trustee of an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.09 hereof.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default or Event of Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be either an Investment made at as of the time of the designation and that will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 or be a Permitted InvestmentInvestment under one or more clauses of the definition of Permitted Investments, as applicable. The amount of all such outstanding Investments will be determined by the aggregate fair market value of such Investments at the time of the designation. The Company; provided that any designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” this Section 4.17 and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be either an Investment made at as of the time of the designation and that will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or be represent a Permitted InvestmentInvestment under one or more clauses of the definition of Permitted Investments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of Any such designation by the Company shall be designated evidenced to the Trustee by filing with the Trustee an Officers’ Certificate certifying that such designation complies with the preceding conditions. The foregoing notwithstanding, during the suspension of certain covenants pursuant to Section 4.18, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiary during any Suspension PeriodSubsidiaries pursuant to this Section 4.17.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at the time as of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the applicable Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Subsidiary and if such Investment would be permitted at that time, either pursuant to Section 4.07 or the definition of Permitted Investment. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors of the Company giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07, provided that such covenant need not be complied with if the Subsidiary to be so designated has total assets of $1,000 or less. If, at any time, any Unrestricted Subsidiary would fail to meet any the requirements of the requirements as an definition of “Unrestricted Subsidiary, ,” it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.06, the Company shall will be in default Default of such Section 4.09. 4.06. (c) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors may designate any Restricted Subsidiary of the Company (other than a Guarantor) to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will shall be treated as deemed to be an Investment made at the time as of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not shall be permitted only if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time under Section 4.07 hereof and if such the Restricted Subsidiary does not otherwise meet meets the definition of an “Unrestricted Subsidiary. .” (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors of the Company giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09preceding conditions. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted only if (1i) the incurrence of such Indebtedness is permitted under Section 4.094.08 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; period and (2ii) no Default or Event of Default would be in existence following such designation. Notwithstanding . (c) For the foregoingavoidance of doubt, no Subsidiary of the Company shall American may not be designated as an Unrestricted Subsidiary during any Suspension PeriodSubsidiary.

Designation of Restricted and Unrestricted Subsidiaries. The Company’s Board of Directors may designate any Restricted of its Subsidiaries, including any newly formed Subsidiary or any Person that will become a Subsidiary by way of acquisition, to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All For purposes of making this determination, all outstanding Investments owned by the Company and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated Unrestricted Subsidiary will be treated as an Investment made deemed to be Restricted Payments at the time of the designation and will shall either reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a4.10(c) or be a reduce the amount available for future Investments under one or more clauses of the definition of “Permitted Investment, Investments,” as applicablethe Company determines in its sole discretion. The amount of all such All outstanding Investments will be deemed to constitute Investments in an amount equal to the aggregate fair market value Fair Market Value of such the Investments at the time of the designation. The Such designation will not only be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment in that amount would be permitted at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an “Unrestricted Subsidiary. .” Any designation by the Board of a Subsidiary Directors of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such the designation and an Officer’s Officers’ Certificate certifying that such the designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.10. If, at any time, any Unrestricted Subsidiary would fail to meet any of the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Indenture, and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date (and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09). The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such the designation shall only be permitted if (1i) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such the designation had occurred at the beginning of the four-quarter reference period; , and (2ii) no Default or Event of Default would be in existence following such the designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated as Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a3.4(a) or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not so designated otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.073.4. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under Section 4.09, 3.3 the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted under the covenant described above in Section 4.093.3, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary pursuant to an Officer’s Certificate and in accordance with the definition of “Unrestricted Subsidiary” if the designation would not cause a Default. All outstanding Investments owned by the Company and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment made at the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicabledesignation. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with delivering to the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. As of the Issue Date, 8th Avenue and its Subsidiaries are Unrestricted Subsidiaries (without the need to designate them as Unrestricted Subsidiaries). If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary pursuant to an Officer’s Certificate delivered to the Trustee certifying that such designation complied with the conditions of this Section 4.17; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) either (a) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference periodperiod or (b) within 20 Business Days of such designation, such Indebtedness is repaid, defeased, satisfied or discharged, or otherwise does not constitute Indebtedness of the Company and its Restricted Subsidiaries, and any Indebtedness of the Company or its Restricted Subsidiaries incurred to finance such repayment, defeasance, satisfaction or discharge would be permitted under such Section 4.09 as an original incurrence (and not a refinancing); and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary. If a Restricted Subsidiary in accordance with of the definition of “Company is designated as an Unrestricted Subsidiary” if , the designation would not cause a Default. All aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be either an Investment made at as of the time of the designation and that will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or be represent a Permitted InvestmentInvestment under one or more clauses of the definition of “Permitted Investments”, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, If at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease ceases to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary and has assets of more than $1,000, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will shall be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for shall be deemed to be a Restricted Payments Payment under Section 4.07(a) 4.07 hereof or be a an Investment made under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment such at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Officers’ Certificate of the Company certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if: (1) the Company could make the Restricted Payment which is deemed to occur upon such designation in accordance with Section 4.07 (“Restricted Payments”) equal to the definition appropriate Fair Market Value of “Unrestricted Subsidiary” if the designation would not cause a Default. All all outstanding Investments owned by the Company and its the Restricted Subsidiaries in such Subsidiary at the time of such designation; (2) such Restricted Subsidiary meets the definition of an “Unrestricted Subsidiary”; (3) the designation would not constitute or cause (with or without the passage of time) a Default or Event of Default or no Default or Event of Default would be in existence following such designation; and (4) the Company delivers to the Trustee a certified copy of a resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 (“Restricted Payments”). If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a4.07 (“Restricted Payments”) or be a Permitted Investment, as applicable. The amount under one or more clauses of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Permitted Investments, as determined by the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07Company. If, at any time, any Unrestricted Subsidiary designated as such would fail to meet any of the preceding requirements as an Unrestricted Subsidiary or any other Unrestricted Subsidiary would fail to meet the definition of an “Unrestricted Subsidiary, it shall ,” then such Subsidiary will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.08 (“Incurrence of Indebtedness and Issuance of Preferred Stock”), the Company shall or the applicable Restricted Subsidiary will be in default of such covenant. In connection with the occurrence of a Contract Unwind Trigger, the Company may cause an applicable Restricted Subsidiary to be designated an Unrestricted Subsidiary if it meets the conditions set forth in this Section 4.09. 4.14(a). (b) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be Subsidiary if: (1) the Company and the Restricted Subsidiaries could incur the Indebtedness which is deemed to be an incurrence incurred upon such designation under Section 4.08 (“Incurrence of Indebtedness by a Restricted Subsidiary and Issuance of Preferred Stock”), equal to the Company of any outstanding total Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at on the beginning first day of the four-quarter reference period; and ; (2) no the designation would not constitute or cause a Default or Event of Default would be in existence following such designation. Notwithstanding Default; and (3) the foregoing, no Subsidiary Company delivers to the Trustee a certified copy of a resolution of the Board of Directors of Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions, including the incurrence of Indebtedness under Section 4.08 (“Incurrence of Indebtedness and Issuance of Preferred Stock”). The Company shall be designated an Unrestricted required to designate each applicable Subsidiary during any Suspension Periodthat is required to provide a Note Guarantee pursuant to Section 4.13 hereof to become a Restricted Subsidiary and shall cause each such Subsidiary to become a Guarantor and pledge its assets and property as Collateral pursuant to Section 4.13 (“Additional Note Guarantees”) and shall be required to comply with the conditions set forth in this clause (b) of this Section 4.14 in connection therewith within 20 Business Days or as soon as practicable where applicable local law requires additional time for compliance with applicable legal requirements.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company if that redesignation would not cause a Default; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-four full fiscal quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors the Company may designate any of its Restricted Subsidiary Subsidiaries to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” Subsidiaries if the such designation would not cause a Default. All For purposes of making such determination, all outstanding Investments owned by the Company and its Restricted Subsidiaries Obligors (except to the extent repaid in cash or in kind) in the Subsidiary so designated Unrestricted Subsidiary will be treated as an Investment made deemed to be Restricted Payments at the time of the such designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable). The amount of all All such outstanding Investments will be deemed to constitute Investments in an amount equal to the aggregate greatest of: (1) the net book value of such Investments at the time of such designation, (2) the fair market value of such Investments at the time of such designation, and (3) the designationoriginal fair market value of such Investments at the time they were made. The Such designation will not only be permitted if such Investment Restricted Payment would not be permitted as a Restricted Payment or Permitted Investment at that such time and if such Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any such designation of a Subsidiary by the Board of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution resolution giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, If at any time, time any Unrestricted Subsidiary would fail to meet any of the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred Incurred by a Restricted Subsidiary of the Company as of such date time (and, if such Indebtedness is not permitted to be incurred Incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09Section). The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if if: (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and , and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary As of the Company Issue Date, the following entities shall be designated an Unrestricted Subsidiary during any Suspension PeriodSubsidiaries: Casino Magic Neuquen S.A., Casino Magic Support Services S.A., Casino Magic Hellas, S.A., Casino Magic Buenos Aires, S.A. and Casino Magic Europe, BV.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company or the Initial Borrower may designate any Restricted Subsidiary Subsidiary, other than any Borrower, to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 6.02 or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company or the Initial Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee Administrative Agent by filing with the Trustee Administrative Agent a certified copy of a resolution of the applicable Board Resolution of Directors giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.076.01. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Agreement and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.096.02, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company or the Initial Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) (x) the Company could incur such Indebtedness is permitted pursuant to the Fixed Charge Coverage Ratio test described under Section 4.096.02 or (y) the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, calculated in each case on a pro forma basis as if taking into account such designation had occurred at the beginning of the four-quarter reference perioddesignation; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be either (1) an Investment made at as of the time of the designation and that will either reduce the amount available for Restricted Payments under Section 4.07(a) hereof or be (2) a Permitted InvestmentInvestment under one or more clauses of the definition of Permitted Investments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; period and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if: (1) the Company could make the Restricted Payment which is deemed to occur upon such designation in accordance with Section 4.07 (“Restricted Payments”) equal to the appropriate Fair Market Value of all outstanding Investments owned by Parent, the Company and the Restricted Subsidiaries in such Subsidiary at the time of such designation; (2) such Restricted Subsidiary meets the definition of an “Unrestricted Subsidiary” if ”; (3) the designation would not constitute or cause (with or without the passage of time) a DefaultDefault or Event of Default or no Default or Event of Default would be in existence following such designation; and (4) the Company delivers to the Trustee a certified copy of a resolution of the Board of Directors of Parent giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 (“Restricted Payments”). All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Parent, the Company and its the Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a4.07 (“Restricted Payments”) or be a Permitted Investment, as applicable. The amount under one or more clauses of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of Permitted Investments, as determined by the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07Company. If, at any time, any Unrestricted Subsidiary designated as such would fail to meet any of the preceding requirements as an Unrestricted Subsidiary or any other Unrestricted Subsidiary would fail to meet the definition of an “Unrestricted Subsidiary, it shall ,” then such Subsidiary will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.08 (“Incurrence of Indebtedness and Issuance of Preferred Stock”), the Company shall or the applicable Restricted Subsidiary will be in default of such covenant. In connection with the occurrence of a Contract Unwind Trigger, Parent or the Company may cause an applicable Restricted Subsidiary to be designated an Unrestricted Subsidiary if it meets the conditions set forth in this clause (a) of Section 4.09. 4.14. (b) The Board of Directors of the Company Parent may at any time designate any Unrestricted Subsidiary or Subsidiary of Parent to be a Restricted Subsidiary; provided that such designation shall be Subsidiary if: (1) the Company and the Restricted Subsidiaries could incur the Indebtedness which is deemed to be an incurrence incurred upon such designation under Section 4.08 (“Incurrence of Indebtedness by a Restricted Subsidiary and Issuance of Preferred Stock”), equal to the Company of any outstanding total Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at on the beginning first day of the four-quarter reference period; and ; (2) no the designation would not constitute or cause a Default or Event of Default would be in existence following Default; and (3) the Company delivers to the Trustee a certified copy of a resolution of the Board of Directors of Parent giving effect to such designationdesignation and an Officers’ Certificate certifying that such designation complied with the preceding conditions, including the incurrence of Indebtedness under Section 4.08 (“Incurrence of Indebtedness and Issuance of Preferred Stock”). Notwithstanding the foregoing, no Subsidiary of Parent or the Company shall be designated an Unrestricted required to designate each applicable Subsidiary during any Suspension Periodto become a Restricted Subsidiary and a Guarantor and pledge its assets and property as Collateral pursuant to Section 4.13 (“Additional Note Guarantees”) and shall be required to comply with the conditions set forth in this clause (b) of this Section 4.14 in connection therewith within 20 Business Days or as soon as practicable where applicable local law requires additional time for compliance with applicable legal requirements. For the avoidance of doubt, no direct or indirect Subsidiary of Parent may become a Restricted Subsidiary for purposes of this Indenture if such Subsidiary is a Subsidiary of Parent but not the Company.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the ; provided that: (a) such designation would not cause a Default or Event of Default. All ; (b) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated Unrestricted Subsidiary will as unrestricted shall be treated as deemed to be an Investment made at as of the time of the designation and will either shall reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicable. The amount of all determined by the Company; provided, further, that such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not shall only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if time; and (c) such Restricted Subsidiary does not designation otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall be in default Default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary by delivery to the Trustee of an Officer’s Certificate setting forth such designation; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if if: (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Any designation of a Subsidiary of the Company as a Restricted Subsidiary shall be designated evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Unrestricted Subsidiary during any Suspension PeriodOfficer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by the Indenture.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be either an Investment made at as of the time of the designation and that will either reduce the amount available for Restricted Payments under Section 4.07(a) hereof or be represent a Permitted InvestmentInvestment under one or more clauses of the definition of Permitted Investments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary; provided that: (i) any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such incurrence of Indebtedness would be permitted under Section 4.09; (ii) the aggregate value (as determined in accordance with the definition this Indenture) of “Unrestricted Subsidiary” if the designation would not cause a Default. All all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated Unrestricted (including any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) will be treated as deemed to be an Investment made at as of the time of the such designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if that such Investment would not be permitted as under Section 4.08 hereof; (iii) the Subsidiary being so designated has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries, except (A) to the extent such Guarantee or credit support would be released upon such designation or (B) a Restricted Payment pledge of the Equity Interests of the Unrestricted Subsidiary that is the obligor thereunder; and (iv) no Default or Permitted Investment at that time and if Event of Default would be in existence following such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. designation. (b) Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with delivering to the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07this Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiarydescribed in clause (iii) above, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness Indebtedness, Investments, or Liens on the property, of such Subsidiary shall will be deemed to be incurred or made by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is Indebtedness, Investments or Liens are not permitted to be incurred or made as of such date under Section 4.09this Indenture, the Company shall will be in default of such Section 4.09. under this Indenture. (c) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that that: (i) such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness (including any Obligations that are non-recourse) of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period4.09 hereof; and and (2ii) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 3.3 or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time under one or more clauses of the designationdefinition of “Permitted Investments,” as determined by the Company. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with delivering to the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied complies with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted not prohibited by Section 4.073.3. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09date. The Board of Directors of the Company may at any time designate or redesignate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designationdesignation or if the Subsidiary will be a Special Purpose Subsidiary. Notwithstanding the foregoing, no Subsidiary of Any such designation by the Company shall be designated evidenced to the Trustee by delivering to the Trustee an Unrestricted Subsidiary during any Suspension PeriodOfficer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will shall be treated as deemed to be an Investment made at the time as of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not shall only be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the applicable Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Subsidiary and if such Investment would be permitted at that time, either pursuant to (i) Section 4.07 or (ii) the definition of Permitted Investment. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors of the Company giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any the requirements of the requirements as an definition of “Unrestricted Subsidiary” set forth in Section 1.01, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.06, the Company shall be in default Default of such Section 4.09. covenant. (c) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall only be permitted if (1i) such Indebtedness is permitted under Section 4.094.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2ii) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The (a) Subject to Section 4.17(c), the Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary and has assets of more than $1,000, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will shall be treated as deemed to be an Investment made at as of the time of the designation and will either shall reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. . (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Officers’ Certificate of the Company certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.094.07 hereof. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the . (c) The Company shall not designate (1) any Australian Subsidiary to be designated an Unrestricted Subsidiary during other than Australian Subsidiaries (together with all other Australian Subsidiaries that constitute Unrestricted Subsidiaries) (i) that, as of the date of such designation, own less than 10% of the assets owned by all Australian Subsidiaries as of the end of the four-quarter period immediately preceding such date and for which financial information is available, and (ii) from which, as of the date of such designation, less than 10% of Australian Net Income and Australian EBITDA of all Australian Subsidiaries are derived, in each case, for the four-quarter period immediately preceding such date and for which financial information is available, and (2) any Suspension PeriodCanadian Subsidiary to be an Unrestricted Subsidiary other than Canadian Subsidiaries (together with all other Canadian Subsidiaries that constitute Unrestricted Subsidiaries) (i) that, as of the date of such designation, own less than 10% of the assets owned by all Canadian Subsidiaries as of the end of the four-quarter period immediately preceding such date and for which financial information is available, and (ii) from which, as of the date of such designation, less than 10% of Canadian Net Income and Canadian EBITDA of all Canadian Subsidiaries are derived, in each case, for the four-quarter period immediately preceding such date and for which financial information is available; provided that, in the case of each of clauses (1) and (2) above, such Subsidiaries otherwise satisfy all of the criteria to be designated as “Unrestricted Subsidiaries” pursuant to this covenant.” (kk) The Indenture shall be amended to restate in its entirety Section 4.18 as follows:

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary in accordance with if no Default has occurred and is continuing at the definition time of “Unrestricted Subsidiary” such designation and if the that designation would not cause a Default. All If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated Unrestricted Subsidiary will shall be treated as deemed to be an Investment made at as of the time of the designation and will either shall reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 or be a Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not shall only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not of the Company otherwise meet meets the definition of an Unrestricted Subsidiary. Any In addition, no such designation of a Subsidiary of may be made unless the Company as an proposed Unrestricted Subsidiary shall be evidenced does not own any Capital Stock in any Restricted Subsidiary that is not simultaneously subject to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on the redesignation would not cause a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designationDefault. Notwithstanding anything to the foregoingcontrary, no Subsidiary of the Company TCA and its Subsidiaries shall be designated an as Unrestricted Subsidiary during any Suspension PeriodSubsidiaries upon the acquisition thereof by the Company in connection with the Transactions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and designation, which will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. . (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors of the Company giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet any the definition of the requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall will be in default of such under Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.09 (determined, calculated to the extent that the Company is relying on Section 4.09(a), on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period); and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and designation, which will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. . (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.09, 4.09 hereof calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 5.07 or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company . The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such Investment would not be permitted as a the Restricted Payment or Permitted Investment would be permitted at that time and if such the Restricted Subsidiary does not of the Company otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors of the Company giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.075.07. If, at any time, any Unrestricted Subsidiary would fail of the Company fails to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.095.09, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.095.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board (a) Subject to the terms of Directors this Section, the board of directors of the Borrower may designate any Restricted Subsidiary to be as an Unrestricted Subsidiary in accordance with (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary to the definition of “Unrestricted Subsidiary” if the extent such formation or acquisition is otherwise permitted hereunder); provided that (i) such designation would not cause result in a Default. All outstanding Investments owned by the Company Default or Event of Default and its Restricted Subsidiaries in the (ii) any such individual Subsidiary is not a guarantor of, or a “restricted subsidiary” (or equivalent term) under, any Material Indebtedness or any other Indebtedness permitted pursuant to Section 10.1(k) (unless such Subsidiary is simultaneously being released or designated Unrestricted Subsidiary will be treated as an Investment made at the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a“unrestricted subsidiary” (or equivalent term) or be in connection with such Indebtedness). If a Permitted InvestmentSubsidiary is designated as an Unrestricted Subsidiary, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in such Subsidiary shall be deemed to be Investments at made as of the time of the designation, subject to the limitations hereof on Restricted Payments. The That designation will not shall only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. . (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee Administrative Agent by filing providing prompt written notice to the Administrative Agent together with the Trustee a certified copy of the Board Resolution resolution of the board of directors of the Borrower giving effect to such designation and an Officer’s Certificate a certificate from a Responsible Officer of the Borrower certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07this Section. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be deemed an Unrestricted Subsidiary for purposes of this Indenture Agreement and the other Loan Documents, and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.0910.1, the Company Borrower shall be in default Default of such Section 4.09. covenant. (c) The Board board of Directors directors of the Company Borrower may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation redesignation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation redesignation shall only be permitted if (1i) such Indebtedness is permitted under Section 4.0910.1, (ii) the Borrower has demonstrated to the Administrative Agent compliance with Section 9.1, Section 9.2 and Section 9.3 calculated on a pro forma basis as if such designation redesignation had occurred at the beginning of the most recent four-quarter reference period; period ended prior to the date of such redesignation for which financial statements have to be delivered pursuant to Section 7.1, (iii) the Borrower has complied with Section 8.11, and (2iv) no Default or Event of Default would be in existence following such designation. redesignation. (d) Notwithstanding the foregoing, no promptly after the date on which the Borrower or the Administrative Agent determines (and provides the Borrower notice of such determination) that any individual Unrestricted Subsidiary fails to satisfy the requirements specified in the definition of the Company “Unrestricted Subsidiary”, then such Unrestricted Subsidiary shall be designated an Unrestricted redesignated as a Restricted Subsidiary during any Suspension Periodand the Borrower agrees to deliver all instruments, documents, certificates and opinions required pursuant to Section 8.11(a).

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default; PROVIDED that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company OI Group and its Restricted Subsidiaries in the Subsidiary so designated Unrestricted Subsidiary will shall be treated as an deemed to be a Restricted Investment made at as of the time of the such designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The that designation will not shall only be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company OI Group may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided PROVIDED that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under pursuant to Section 4.094.13, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would shall be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Company’s senior management or Board of Directors may designate any Restricted of its Subsidiaries, including any newly formed Subsidiary or any Person that shall become a Subsidiary of the Company by way of acquisition, to be an Unrestricted Subsidiary subject to the following conditions: (i) such Subsidiary has no Debt other than Non-Recourse Debt; and (ii) the deemed Investment in accordance with such Subsidiary on account of the designation of such Subsidiary as an Unrestricted Subsidiary shall be permitted by either (A) Section 4.09 or (B) under one or more clauses of the definition of “Permitted Investments”; and (iii) the Company delivers to the Trustee prior to the designation an Officer’s Certificate stating that such designation complies with this Indenture and that all conditions precedent in this Indenture relating to such designation have been satisfied. Notwithstanding the foregoing, under no circumstances shall JBS USA Food Company or JBS USA Finance be designated an Unrestricted Subsidiary” if . (b) Upon any such designation of a Restricted Subsidiary of the designation would not cause a Default. All Company as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the newly designated Unrestricted Subsidiary will shall be treated as deemed to be an Investment made at as of the time of the that designation and will either shall reduce the amount available for Restricted Payments under Section 4.07(a) 4.09 or be a Permitted Investment, as applicable. The reduce the amount available for future investments under one or more clauses of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted SubsidiaryPermitted Investments,” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be determines in default of such Section 4.09. its sole discretion. (c) The Company’s senior management or Board of Directors of the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company subject to the following conditions: (i) such Subsidiary executes and delivers to the Trustee a supplemental indenture providing for a Guarantee by such Subsidiary if required pursuant to Section 4.16; provided and (ii) the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary would not cause a Default, it being understood that any Debt, Liens, agreements or transactions of such designation Unrestricted Subsidiary outstanding at the time of such redesignation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of Incurred or entered into at such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Periodtime.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its or the Restricted Subsidiaries in the Subsidiary designated as Unrestricted Subsidiary will be treated as deemed to be either an Investment made at as of the time of the designation and that will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.04 or be represent a Permitted InvestmentInvestment under one or more clauses of the definition of Permitted Investments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The Such designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. . (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors of the Company giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.04. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under Section 4.094.05, the Company shall will be in default of such Section 4.09. covenant. (c) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period4.05; and (2) no Default or Event of Default would be in existence immediately following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a an Event of Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 3.3 or be a under one or more clauses of the definition of “Permitted Investment”, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with delivering to the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied complies with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted not prohibited by Section 4.073.3. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09date. The Board of Directors of the Company may at any time designate or redesignate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designationdesignation or if the Subsidiary will be a Special Purpose Subsidiary. Notwithstanding the foregoing, no Subsidiary of Any such designation by the Company shall be designated evidenced to the Trustee by delivering to the Trustee an Unrestricted Subsidiary during any Suspension PeriodOfficer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors may designate any Restricted Subsidiary of the Company (other than a Guarantor) to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will shall be treated as deemed to be an Investment made at the time as of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not shall be permitted only if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time under Section 4.07 hereof and if such the Restricted Subsidiary does not otherwise meet meets the definition of an “Unrestricted Subsidiary. .” (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors of the Company giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09preceding conditions. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted only if (1i) the incurrence of such Indebtedness is permitted under Section 4.094.08 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; period and (2ii) no Default or Event of Default would be in existence following such designation. Notwithstanding . (c) For the foregoingavoidance of doubt, no Subsidiary none of the Company shall US Airways Group, US Airways or American may be designated as an Unrestricted Subsidiary during any Suspension PeriodSubsidiary.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors may of the Company may, other than during a Suspension Period, designate any Restricted Subsidiary of the Company (other than any Subsidiary owning Collateral) to be an Unrestricted Subsidiary if that designation would not cause a Default and the other requirements for such designation prescribed in accordance with the definition of “Unrestricted Subsidiary” if are satisfied. If a Restricted Subsidiary of the designation would not cause a Default. All Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or be a represent Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not shall only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted the Subsidiary does not so designated otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary of the Company to be a Restricted Subsidiary; Subsidiary of the Company, provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default (other than a Reporting Default) or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors of the Company giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by the under Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, 4.09 the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.09, 4.09 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; period and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted Subsidiary will be treated as deemed to be either an Investment made at as of the time of the designation and that will either reduce the amount available for Restricted Payments under Section 4.07(a) hereof or be represent a Permitted InvestmentInvestment under one or more clauses of the definition of Permitted Investments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding The foregoing notwithstanding, during the foregoingsuspension of certain covenants pursuant to Section 4.18, no Subsidiary the Company’s Board of the Company shall be designated an Directors may not designate any of its Subsidiaries as Unrestricted Subsidiary during any Suspension PeriodSubsidiaries pursuant to this Section 4.17.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors the Company may designate any of its Restricted Subsidiary Subsidiaries to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” Subsidiaries if the such designation would not cause a Default. All For purposes of making such determination, all outstanding Investments owned by the Company and its Restricted Subsidiaries Obligors (except to the extent repaid in cash or in kind) in the Subsidiary so designated Unrestricted Subsidiary will be treated as an Investment made deemed to be Restricted Payments at the time of the such designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or to the extent that such deemed Restricted Payments would not be a Permitted Investment, as applicableexcluded from such calculation under Section 4.07(b). The amount of all All such outstanding Investments will be deemed to constitute Investments in an amount equal to the aggregate fair market value of such Investments at the time of such designation (as determined in the designationgood faith reasonable judgment of the Company). The Such designation will not only be permitted if such Investment Restricted Payment would not be permitted as a Restricted Payment or Permitted Investment at that such time and if such Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. . (b) Any such designation of a Subsidiary by the Board of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution resolution giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, If at any time, time any Unrestricted Subsidiary would fail to meet any of the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred Incurred by a Restricted Subsidiary of the Company as of such date time (and, if such Indebtedness is not permitted to be incurred Incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09Section). The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if if: (1) such Indebtedness is permitted under Section 4.09, and, if applicable, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and , and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary. If a Restricted Subsidiary in accordance with of the definition of “Company is designated as an Unrestricted Subsidiary” if , the designation would not cause a Default. All aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be either an Investment made at as of the time of the designation and that will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or be represent a Permitted InvestmentInvestment under one or more clauses of the definition of “Permitted Investments”, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, If at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease ceases to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default or Event of Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the The Company shall be designated may not designate SFC an Unrestricted Subsidiary during any Suspension PeriodSubsidiary.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would be in accordance compliance with the conditions set forth in the definition of “"Unrestricted Subsidiary” if "; provided that in no event shall any business regulated by any Gaming Authority be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the designation would not cause a Default. All aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary so designated Unrestricted Subsidiary will shall be treated as deemed to be an Investment made at as of the time of the such designation and will shall either reduce the amount available for Restricted Payments under Section 4.07(a) or be reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine in a Permitted Investmentmanner which complies with the requirements of such covenant or definition, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not shall only be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment would be permitted at that time and if such Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect ef- fect to such designation and an Officer’s Officers' Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “"Unrestricted Subsidiary” " and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements conditions for continued designation as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under pursuant to Section 4.094.08, the Company shall be in default Default of such Section 4.094.08. The Board of Directors of the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence Subsidiary if the redesignation would not cause a Default. Upon the redesignation of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Periodas a Restricted Subsidiary, such Restricted Subsidiary (unless such Restricted Subsidiary is a Non-Guarantor Restricted Subsidiary) shall execute a supplemental Indenture to become a Subsidiary Guarantor and shall become a party to all applicable Collateral Documents.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 3.3 or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company unless such Investment is otherwise permissible by Section 3.3(b)(16)(ii). The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. The Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with delivering to the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied complies with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.073.3. If, at any time, any Unrestricted Subsidiary would fail to meet any the definition of the requirements as an “Unrestricted Subsidiary, ,” it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.093.2, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.093.2, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of Any such designation by the Company shall be designated evidenced to the Trustee by delivering to the Trustee an Unrestricted Subsidiary during any Suspension PeriodOfficer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under the first paragraph of the covenant described above in Section 4.07(a3.4(a) or be a represent Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted the Subsidiary does not so designated otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the a Board Resolution giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.073.4 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.093.3, the Company shall will be in default Default of such Section 4.093.3. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted under the covenant described above in Section 4.093.3, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will shall be treated as deemed to be an Investment made at as of the time of the designation and will either shall reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time under one or more clauses of the designationdefinition of “Permitted Investments,” as determined by the Company. The That designation will not shall only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an “Unrestricted Subsidiary. .” Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors of the Company giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall be in default Default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1a) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; 4.09 hereof and (2b) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the designation would not cause a Default. All outstanding Investments owned by the Company and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment made at the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicabledesignation. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. As of the Issue Date, ▇▇▇ ▇▇▇▇▇▇ and its Subsidiaries are Unrestricted Subsidiaries (without the need to designate them as Unrestricted Subsidiaries). If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 5.07 or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such Investment would not be permitted as a the Restricted Payment or Permitted Investment would be permitted at that time and if such the Restricted Subsidiary does not of the Company otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors of the Company giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.075.07. If, at any time, any Unrestricted Subsidiary would fail of the Company fails to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.095.09, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.095.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a an Event of Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 3.3 or be a under one or more clauses of the definition of “Permitted Investment, ,” as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with delivering to the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied complies with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted not prohibited by Section 4.073.3. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09date. The Board of Directors of the Company may at any time designate or redesignate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designationdesignation or if the Subsidiary will be a Special Purpose Subsidiary. Notwithstanding the foregoing, no Subsidiary of Any such designation by the Company shall be designated evidenced to the Trustee by delivering to the Trustee an Unrestricted Subsidiary during any Suspension PeriodOfficer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All outstanding Investments owned by Default so long as the Company and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment made aggregate equity value (measured at the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(aeach designation) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments Unrestricted Subsidiaries does not at the time of any such designation exceed the designation. The designation will not be permitted if such Investment would not be permitted as a greater of $500.0 million and 10.0% of Consolidated Total Assets of the Issuer and its Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted SubsidiarySubsidiaries. Any designation of a Subsidiary of the Company Issuer as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet any of the applicable requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness Debt and Liens of such Subsidiary shall will be deemed to be incurred Incurred by a Restricted Subsidiary of the Company Issuer as of such date and, if such Indebtedness Debt or Lien is not permitted to be incurred Incurred as of such date under Section 4.094.11 or Section 4.04 (as applicable), the Company shall Issuer will be in default of such Section 4.09covenants. The Board of Directors of the Company Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Issuer; provided that such designation shall will be deemed to be an incurrence Incurrence of Indebtedness Debt (and, as applicable, Liens securing Debt) by a Restricted Subsidiary of the Company Issuer in respect of any outstanding Indebtedness Debt (and, as applicable, related Liens) of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness Debt, and, as applicable, any Lien securing such Debt, is permitted under Section 4.094.11 and, as applicable, Section 4.04, in each case calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors (a) Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) after giving pro forma effect to such designation, Borrower shall be in compliance with Section 6.09 (to the extent then applicable), and, as a condition precedent to the effectiveness of any such designation, Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indebtedness that is either subordinate or junior in right of payment of the Obligations (including Subordinated Debt) or any other Indebtedness permitted under Section 6.01(d), and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Borrower therein at the date of designation in an amount equal to the fair market value of Borrower’s (as applicable) investment therein without duplication in the case of Subsidiaries of Persons designated as Unrestricted Subsidiaries. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on and payment in respect of any Investment by Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Borrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. (b) If Borrower designates a Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the designation would not cause a Default. All outstanding Investments owned by the Company and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated this Section 5.14, so long as an Investment made at the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would exists, (i) the Obligations of such Restricted Subsidiary and its Subsidiaries under the Loan Documents shall terminate and be in existence following of no further force and effect and all Liens granted by such designation. Notwithstanding Restricted Subsidiary and its Subsidiaries under the foregoingapplicable Security Documents shall terminate and be released and be of no further force and effect, no and all Liens on the Equity Interests of such Restricted Subsidiary of the Company and its Subsidiaries shall be designated an Unrestricted Subsidiary during terminated and released and of no further force and effect, in each case, without any Suspension Periodaction required by the Administrative Agent or the Collateral Agent, and (ii) at Borrower’s request, the Administrative Agent and the Collateral Agent will execute and deliver any instrument evidencing such termination and the Collateral Agent shall take all actions appropriate in order to effect such termination and release of such Liens and without recourse or warranty by the Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release).

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary or Person becoming a Subsidiary through merger or consolidation or Investment therein) to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Parent, the Company and its Parent’s Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will shall be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 or be a under one or more clauses of the definition of “Permitted InvestmentInvestments”, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company Parent as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors of the Company giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth specified in clauses (1) to (4) of the definition of “Unrestricted Subsidiary” and was permitted by under Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any the preceding requirements specified in clauses (1) to (4) of the requirements as an definition of “Unrestricted Subsidiary”, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company Parent as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of Parent; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company Parent of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated as Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a4.04(a) or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not so designated otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.04. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Supplemental Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under Section 4.09, 4.03 the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted under the covenant described above in Section 4.094.03, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary”; provided that (i) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, and (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” if as defined in any capital markets Indebtedness of the designation would not cause a DefaultBorrower. All outstanding Investments owned by the Company Borrower and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment by the Borrower or such Restricted Subsidiary, as applicable, made at the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicabledesignation. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment under Section 7.02 at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company Borrower as an Unrestricted Subsidiary shall be evidenced to the Trustee Administrative Agent by filing with delivering to the Trustee Administrative Agent a certified copy of the Board Resolution board resolution of the Borrower giving effect to such designation and an Officer’s Certificate a certificate signed by a Responsible Officer of the Borrower certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.076.17. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Agreement and (1) any Indebtedness of such Subsidiary, (2) any Liens of such Subsidiary or (3) any Investments of such Subsidiary, in each case shall be deemed to be incurred by a Restricted Subsidiary of the Company Borrower as of such date and, if such Indebtedness is Indebtedness, Liens or Investments are not permitted to be incurred as of such date under Section 4.09Article 7, as applicable, the Company Borrower shall be in default of such Section 4.09Article 7, as applicable. The Board of Directors of the Company Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence incurrence, on the date of Indebtedness designation, of Indebtedness, Liens and Investments by a Restricted Subsidiary of the Company Borrower of any outstanding Indebtedness Indebtedness, Liens and Investments of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.097.03, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference periodLiens are permitted under Section 7.01 and such Investments are permitted under Section 7.02; and (2) no Default or Event of Default would shall have occurred and be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Periodcontinuing.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default or Event of Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary so designated Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the such designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.08(a), or be a represent Permitted Investment, Investments as applicable. The amount of all All such outstanding Investments will be the aggregate valued at their fair market value of such Investments at the time of the such designation. The That designation will not only be permitted if such Investment Restricted Payments or Permitted Investments would not be permitted as a Restricted Payment or Permitted Investment under this Indenture at that time and if such Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation All Subsidiaries of a Subsidiary of the Company as an Unrestricted Subsidiary shall also be evidenced to Unrestricted Subsidiaries. Upon the Trustee by filing with the Trustee designation of a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying Restricted Subsidiary that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted is a Subsidiary would fail to meet any of the requirements Guarantor as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness the Guarantee of such Subsidiary entity shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. automatically released. (b) The Board of Directors of the Company General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and Section 4.10 and (2) no Default or Event of Default (other than a Reporting Failure) would be in existence following such designation. Notwithstanding the foregoingAfter covenants are terminated pursuant to Section 4.20, no Subsidiary of the Company shall will not be designated an Unrestricted Subsidiary during permitted to designate or redesignate any Suspension Periodof its Subsidiaries pursuant to this Section 4.14.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be treated as deemed to either (i) be an Investment made at as of the time of the designation and that will either reduce the amount available for Restricted Payments under the first paragraph or meets the criteria of clauses (1) through (14) of the second paragraph of Section 4.07(a4.07 or (ii) or be a represent Permitted InvestmentInvestments, as applicabledetermined in good faith by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not shall only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted the Subsidiary does not so designated otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy Board Resolution of the Board Resolution of Directors of the Company giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph of such covenant with the Fixed Charge Coverage Ratio calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; , and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the ; provided that: (a) such designation would not cause a Default or Event of Default. All ; (b) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated Unrestricted Subsidiary as unrestricted will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicable. The amount of all determined by the Company; provided, further, that such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if time; and (c) such Restricted Subsidiary does not designation otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall will be in default Default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary by delivery to the Trustee of an Officer’s Certificate setting forth such designation; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if if: (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Any designation of a Subsidiary of the Company shall as a Restricted Subsidiary will be designated evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Unrestricted Subsidiary during any Suspension PeriodOfficer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by the Indenture.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the designation would not cause a Default. All outstanding Investments owned by the Company and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment made at the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicabledesignation. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. As of the Issue Date, ▇▇▇ ▇▇▇▇▇▇ and its Subsidiaries and BellRing and its Subsidiaries are Unrestricted Subsidiaries (without the need to designate them as Unrestricted Subsidiaries). If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the ; provided that: (a) such designation would not cause a Default or Event of Default. All ; (b) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated Unrestricted Subsidiary will as unrestricted shall be treated as deemed to be an Investment made at as of the time of the designation and will either shall reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicable. The amount of all determined by the Company; provided, further, that such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not shall only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time time; and if (c) such Restricted Subsidiary does not designation otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall be in default Default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.any

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors (a) Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) after giving pro forma effect to such designation, Borrower shall be in compliance with Section 6.10 (to the extent then applicable), and, as a condition precedent to the effectiveness of any such designation, Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indebtedness that is either subordinate or junior in right of payment of the Obligations (including Subordinated Debt) or any other Indebtedness permitted under Section 6.01(d), and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Borrower therein at the date of designation in an amount equal to the fair market value of Borrower’s (as applicable) investment therein without duplication in the case of Subsidiaries of Persons designated as Unrestricted Subsidiaries. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on and payment in respect of any Investment by Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Borrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. (b) If Borrower designates a Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the designation would not cause a Default. All outstanding Investments owned by the Company and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated this Section 5.15, so long as an Investment made at the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would exists, (i) the Obligations of such Restricted Subsidiary and its Subsidiaries under the Loan Documents shall terminate and be in existence following of no further force and effect and all Liens granted by such designation. Notwithstanding Restricted Subsidiary and its Subsidiaries under the foregoingapplicable Security Documents shall terminate and be released and be of no further force and effect, no and all Liens on the Equity Interests of such Restricted Subsidiary of the Company and its Subsidiaries shall be designated an Unrestricted Subsidiary during terminated and released and of no further force and effect, in each case, without any Suspension Periodaction required by the Administrative Agent or the Collateral Agent, and (ii) at Borrower’s request, the Administrative Agent and the Collateral Agent will execute and deliver any instrument evidencing such termination and the Collateral Agent shall take all actions appropriate in order to effect such termination and release of such Liens and without recourse or warranty by the Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release).

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors (a) Unless designated as an Unrestricted Subsidiary, each newly acquired or created Subsidiary or a Restricted Subsidiary shall be a Restricted Subsidiary. Any Restricted Subsidiary may designate be designated by the Company as an Unrestricted Subsidiary; provided that: (1) any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an Unrestricted incurrence of Indebtedness by the Company or such Restricted Subsidiary in accordance with (or both, if applicable) at the definition time of “Unrestricted Subsidiary” if such designation, and such incurrence of Indebtedness would be permitted under Section 4.09; (2) the designation would not cause a Default. All aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated Unrestricted (including any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of such Subsidiary) will be treated as deemed to be an Investment made at as of the time of the such designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if that such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if under Section 4.07; (3) such Restricted Subsidiary does not otherwise meet hold any Liens (other than Permitted Liens) on any property of the definition Company or any Restricted Subsidiary thereof; and (4) no Default or Event of an Unrestricted Subsidiary. Default would be in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07this Indenture. If, at any time, any Unrestricted Subsidiary would fail Notwithstanding anything to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09contrary herein, the Company shall be not, and shall not permit any of its Restricted Subsidiaries to, transfer (including by way of Investment or Asset Sale, but excluding any license for a bona fide business purpose and not liability management as conclusively determined by the Company in default of such Section 4.09. good faith) to any Unrestricted Subsidiary the Trademarks representing the AMC Networks, AMC+, IFC TV, IFC Films, Shudder or WE TV brands that are owned by the Company or any Restricted Subsidiary. (c) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that that: (1) such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, 4.09 calculated on a pro forma basis Pro Forma Basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and ; (2) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under Section 4.07; (3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 4.12; and (4) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.4869-1723-0772 v.7

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors may designate any Restricted Subsidiary that is not a Significant Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by the Company and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated Unrestricted Subsidiary will be treated as an Investment made deemed to be Restricted Payments at the time of such designation (to the designation extent not designated a Permitted Investment) and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable4.07 hereof. The amount of all All such outstanding Investments will be the aggregate fair market value of such Investments valued at their Fair Market Value at the time of such designation, as determined in good faith by the designationBoard of Directors. The That designation will not only be permitted if such Investment Restricted Payment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolutions of the Board Resolution of Directors giving effect to such designation and an Officer’s Officers' Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under by Section 4.094.09 hereof, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted under by Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will shall be treated as deemed to be an Investment made at as of the time of the designation and will either shall reduce the amount available avail- able for Restricted Payments under Section 4.07(a) 4.07 or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Issuer. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not shall only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company Issuer as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors of the Issuer giving effect to such designation and an Officer’s 's Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company Issuer shall be in default Default of such Section 4.09. The Board of Directors of the Company Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; 4.09 and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will shall be treated as deemed to be an Investment made at as of the time of the designation and will either shall reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Issuer. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not shall only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company Issuer as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company Issuer shall be in default Default of such Section 4.09. The Board of Directors of the Company Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; 4.09 and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board (a) Subject to the terms of Directors this Section, the board of directors of the Borrower may designate any Restricted Subsidiary to be as an Unrestricted Subsidiary in accordance with (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary to the definition of “Unrestricted Subsidiary” if the extent such formation or acquisition is otherwise permitted hereunder); provided that (i) such designation would not cause result in a DefaultDefault or Event of Default and (ii) any such individual Subsidiary is not a guarantor of, or a "restricted subsidiary" (or equivalent term) under, any Material Indebtedness or any other Indebtedness permitted pursuant to Section 10.1(k). All outstanding Investments owned by the Company and its Restricted Subsidiaries in the If a Subsidiary is designated Unrestricted Subsidiary will be treated as an Investment made at the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted InvestmentUnrestricted Subsidiary, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in such Subsidiary shall be deemed to be Investments at made as of the time of the designation, subject to the limitations hereof on Restricted Payments. The That designation will not shall only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. . (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee Administrative Agent by filing providing prompt written notice to the Administrative Agent together with the Trustee a certified copy of the Board Resolution resolution of the board of directors of the Borrower giving effect to such designation and an Officer’s Certificate a certificate from a Responsible Officer of the Borrower certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “"Unrestricted Subsidiary” " and was permitted by Section 4.07this Section. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Agreement and the other Loan Documents and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.0910.1, the Company Borrower shall be in default Default of such Section 4.09. covenant. (c) The Board board of Directors directors of the Company Borrower may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation redesignation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation redesignation shall only be permitted if (1i) such Indebtedness is permitted under Section 4.0910.1, (ii) the Borrower has demonstrated to the Administrative Agent compliance with Section 9.1 and Section 9.2 calculated on a pro forma basis as if such designation redesignation had occurred at the beginning of the most recent four-quarter reference period; period ended prior to the date of such redesignation for which financial statements have to be delivered pursuant to Section 7.1, (iii) the Borrower has complied with Section 8.11, and (2iv) no Default or Event of Default would be in existence following such designation. redesignation. (d) Notwithstanding the foregoing, no promptly after the date on which the Borrower or the Administrative Agent determines that any individual Unrestricted Subsidiary fails to satisfy the requirements specified in the definition of the Company "Unrestricted Subsidiary", then such Unrestricted Subsidiary shall be designated an Unrestricted redesignated as a Restricted Subsidiary during any Suspension Periodand the Borrower agrees to deliver all instruments, documents, certificates and opinions required pursuant to Section 8.11(a).

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary that does not own any interest in the Collateral to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will shall be treated as deemed to be an Investment made at as of the time of the designation and will either shall reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time determined by senior management of the designationCompany. The That designation will not shall only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter four‑quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” (other than MSG) if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated Unrestricted Subsidiary will shall be treated as deemed to be an Investment made at as of the time of the designation and will either shall reduce the amount available for Restricted Payments under the first paragraph (or clause (xiii) of the second paragraph) of Section 4.07(a) 4.7 or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The Such designation will not shall only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation Subsidiary if the redesignation would not cause a Default. All Subsidiaries of Unrestricted Subsidiaries shall be automatically deemed to be an incurrence Unrestricted Subsidiaries. All designations of Indebtedness Subsidiaries as Unrestricted Subsidiaries and revocations thereof must be evidenced by a Restricted Subsidiary filing with the Trustee resolutions of the Board of Directors of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at an Officers’ Certificate certifying compliance with the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Periodforegoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary; provided that: (i) any Guarantee by the Company or any Restricted Subsidiary in accordance with thereof of any Indebtedness of the definition Subsidiary being so designated shall be deemed to be an Incurrence of “Unrestricted Subsidiary” Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the designation time of such designation, and such Incurrence of Indebtedness would not cause a Default. All be permitted under Section 4.09(a); (ii) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated Unrestricted (including any Guarantee by the Company or any Restricted Subsidiary will thereof of any Indebtedness of such Subsidiary) shall be treated as an deemed to be a Restricted Investment made at as of the time of the such designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if that such Investment would not be permitted as a under Section 4.07; (iii) the Subsidiary being so designated has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Payment Subsidiaries, except to the extent such Guarantee or Permitted Investment at that time and if credit support would be released upon such Restricted Subsidiary does not otherwise meet the definition designation; and (iv) no Default or Event of an Unrestricted Subsidiary. Default would be in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. Indenture. (c) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that that: (i) such designation shall be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness (including any Non-Recourse Debt) of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis ; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such designation shall only be permitted if such designation had occurred Investments would be permitted under Section 4.07; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the beginning time of the four-quarter reference periodsuch designation would be permitted under Section 4.12; and and (2iv) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default or Event of Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with delivery to the Trustee of a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under by Section 4.094.09 hereof, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted under by Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding Any Unrestricted Subsidiary shall become a Restricted Subsidiary for all purposes of this Indenture and the foregoing, no Subsidiary other Note Documents upon the delivery to the Trustee of a certified copy of resolutions of the Board of Directors giving effect to such designation and an Officers’ Certificate of the Company shall be designated an Unrestricted Subsidiary during any Suspension Periodcertifying that such designation complied with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will shall be treated as deemed to be an Investment made at the time as of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not shall only be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the applicable Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Subsidiary and if such Investment would be permitted at that time, either pursuant to Section 4.07 or the definition of Permitted Investment. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors of the Company giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any the requirements of the requirements as an definition of “Unrestricted Subsidiary” set forth in Section 1.01, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.06, the Company shall be in default Default of such Section 4.09. covenant. (c) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.094.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The (a) Except for during a Suspension Period, the Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 3.3 or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy resolution of the Board Resolution of Directors of the Company giving effect to such designation and an Officer’s Certificate certifying that such designation complied complies with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. 3.3. (c) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.09, 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding Any such designation by the foregoing, no Subsidiary Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Company giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions; and (3) immediately thereafter, the Company would be able to Incur at least an additional $1.00 of Indebtedness under Section 3.2(a). (d) Notwithstanding anything to the contrary, American Capital Asset Management, LLC may not be designated as an Unrestricted Subsidiary during any Suspension PeriodSubsidiary.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default, provided that in no event shall the business operated on the Effective Date by any of the Parent and CEDC International Sp. All z o.o. be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company Parent and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will shall be treated as deemed to be an Investment made at as of the time of the designation and will either shall reduce the amount available for Restricted Payments under Section 4.07(a4.4 (Limitation on Restricted Payments) or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Parent; provided that this restriction shall not apply if the subsidiary has less than $1,000 of total assets. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not shall only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Company Parent as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.4.4

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of Holdings may designate any Restricted Subsidiary of Holdings to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company Holdings and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.08 hereof or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by Holdings. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company Holdings as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors of Holdings giving effect to such designation and an Officer’s Officers' Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.08 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company Holdings as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.10 hereof, the Company shall Holdings will be in default of such Section 4.09covenant. The Board of Directors of the Company Holdings may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company Holdings of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.10 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the ; provided that: (a) such designation would not cause a Default or Event of Default. All ; (b) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated Unrestricted Subsidiary as unrestricted will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time under one or more clauses of the designation. The definition of “Permitted Investments,” as determined by the Company; provided, further, that such designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if time; and (c) such Restricted Subsidiary does not designation otherwise meet meets the definition of an “Unrestricted Subsidiary. .” Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall will be in default Default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary by delivery to the Trustee of an Officer’s Certificate setting forth such designation; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if if: (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no The designation of any Person as an Unrestricted Subsidiary shall be deemed to include a designation of all Subsidiaries of such Person as Unrestricted Subsidiaries. Any designation of a Subsidiary of the Company shall as a Restricted Subsidiary will be designated evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Unrestricted Subsidiary during any Suspension PeriodOfficer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by this Indenture.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default or Event of Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary so designated Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the such designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.08(a), or be a represent Permitted InvestmentInvestments, as applicable. The amount of all All such outstanding Investments will be the aggregate valued at their fair market value of such Investments at the time of the such designation. The That designation will not only be permitted if such Investment Restricted Payments or Permitted Investments would not be permitted as a Restricted Payment or Permitted Investment under the Indenture at that time and if such Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation All Subsidiaries of a Subsidiary of the Company as an Unrestricted Subsidiary shall also be evidenced to Unrestricted Subsidiaries. Upon the Trustee by filing with the Trustee designation of a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying Restricted Subsidiary that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted is a Subsidiary would fail to meet any of the requirements Guarantor as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness the Guarantee of such Subsidiary entity shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. automatically released. (b) The Board of Directors of the Company General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and Section 4.10 and (2) no Default or Event of Default (other than a Reporting Failure) would be in existence following such designation. Notwithstanding the foregoingAfter covenants are terminated pursuant to Section 4.20, no Subsidiary of the Company shall will not be designated an Unrestricted Subsidiary during permitted to designate or redesignate any Suspension Periodof its Subsidiaries pursuant to this Section 4.14.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the designation would not cause a Default. All outstanding Investments owned by the Company and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment made at the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and or if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary (other than the Issuer) to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be either (1) an Investment made at as of the time of the designation and that will either reduce the amount available for Restricted Payments under Section 4.07(a4.07 hereof or (2) or be a Permitted InvestmentInvestment under one or more clauses of the definition of Permitted Investments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; period and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “if upon giving effect to such designation a Default would not exist. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary” if , the designation would not cause a Default. All aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) or be a 4.7 to the extent such Investments do not constitute Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such Investment the Investments would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation The Board of a Subsidiary Directors of the Company as an may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if upon giving effect to such redesignation a Default would not exist and all Indebtedness of such Unrestricted Subsidiary will be deemed to be incurred on the date of such redesignation. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Periodprovisions.