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

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. 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 Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be an Investment made as of the time of the designation and that will reduce the amount available for Restricted Payments pursuant to under Section 7.06 4.07(a) or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerCompany. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation The Board of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary 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, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including 4.09, either as “Permitted Debt” or pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))first paragraph thereof 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. 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 Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses the first paragraph of the definition of covenant described above in Section 3.4(a) or represent Permitted Investments, as determined by the BorrowerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary 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, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described above in Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))3.3, 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. . (b) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under Section 7.06 4.08 or under one or more clauses of the definition of “Permitted Investments, ,” as determined by the BorrowerIssuer. That The designation of a Restricted Subsidiary as an Unrestricted Subsidiary will only be permitted if the deemed Investment resulting from such designation would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. . (c) The Borrower Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of a Default. (bd) Any designation of a Subsidiary of the Borrower Company as an Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by filing with the Trustee a copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 7.06. (c) 4.08. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.06, the Issuer will be in default of such Section 4.06. The Borrower Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1i) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event a Default; provided that in no event shall there be any Unrestricted Subsidiaries on or immediately following the date of Defaultthis Indenture. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Issuer and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted (after giving effect to any sale of Equity Interests of such Subsidiary in connection with such designation) will be deemed to be an Investment made as of the time of the such designation and will either reduce the amount available for Restricted Payments pursuant to under Section 7.06 4.11(a) or reduce the amount available for future Investments under one or more clauses of the definition of “Permitted Investments, as determined by the Borrower. .” That designation will shall only be permitted if the such Investment would be permitted at that time and if the such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.10, 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Schedule 6.07 sets forth a complete and accurate list of the Company’s Unrestricted Subsidiaries as of the Effective Date. From and after the Effective Date, the Company may designate any Restricted Subsidiary as an Unrestricted Subsidiary; provided that: (i) immediately prior to be and after giving effect to such change in designation no Default or an Event of Default would exist and (ii) the designation of the Subsidiary as an Unrestricted Subsidiary if that designation would not cause have a Material Adverse Effect; provided further that Company may not designate any Restricted Subsidiaries as Unrestricted Subsidiaries if the aggregate operating income of the Restricted Subsidiaries so designated at that time would account for more than 30% of the consolidated operating income of the Company and its Consolidated Subsidiaries for the most recently completed four fiscal quarters. Thereafter for purposes of such calculation operating income (including operating income from prior fiscal quarters) of Unrestricted Subsidiaries will be excluded from the consolidated operating income of the Company and its Consolidated Subsidiaries. (b) From and after the Effective Date, the Company shall not designate any Unrestricted Subsidiary which otherwise meets the definition of a Restricted Subsidiary, as a Restricted Subsidiary, unless if, and only if, immediately after giving effect to such change in designation: (i) any and all outstanding Indebtedness of such Subsidiary could then have been incurred in compliance with Section 6.01 and (ii) immediately prior to and after giving effect to such change in designation no Default or an Event of Default. If Default would exist; provided that if the Company has designated a Subsidiary which was previously treated as a Restricted Subsidiary as an Unrestricted Subsidiary during the term of this Agreement, the Company may not again designate such Subsidiary as a Restricted Subsidiary without the consent of the Required Lenders. (c) Any change in designation pursuant to this Section 6.07 will be made by the Company giving written notice to the Administrative Agent and JPMorgan on or prior to the date for such change in designation, specifying such date and the name of the Subsidiary whose designation is to be so changed, which notice will be accompanied by an officer’s certificate certifying that the conditions required for such change in designation will not be violated. The Administrative Agent will promptly provide a copy of such change in designation to the Lenders. Notwithstanding the foregoing, if due to an acquisition or other event, in either case to the extent permitted by this Agreement, which would cause a Person which was not previously a Consolidated Subsidiary to become a Consolidated Subsidiary, Company may immediately elect to have such Person not become a Consolidated Subsidiary, but instead to be designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary (including any acquired or newly formed Subsidiary) of the Company to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. 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 Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under the first paragraph of Section 7.06 4.07 hereof or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerCompany. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary 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, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))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 immediately following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Borrower’s board of directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. Any designation of a Restricted Subsidiary as an Event Unrestricted Subsidiary will be deemed to be a designation of Defaulteach of such entity’s Subsidiaries as Unrestricted Subsidiaries. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time tine of the such designation and will may reduce the amount available for Restricted Payments pursuant to under Section 7.06 6.10 or under one or more of the clauses of the definition of “Permitted Investments, ,” as determined by the Borrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) ” Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate delivery to the Administrative Agent a certified copy of the board resolution giving effect to such designation and a certificate of a Financial Officer certifying that such designation complies complied with the preceding conditions and was permitted not prohibited by Section 7.066.10. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either: (1) an Investment made as of the time of the designation and that will reduce the amount available for Restricted Payments pursuant to under Section 7.06 or 4.08; or (2) a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by the BorrowerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower Company as an Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by filing with the Trustee an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 7.064.08. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary 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 such designation will only be permitted if if: (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and and (2) no Default or Event of Default would be in existence following such designation. Any If such designation by Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Borrower shall Company will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that in default of such designation complies with the preceding conditioncovenant.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Restricted Subsidiary of the Issuer (other than the Guarantor) to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrowerdesignation. That designation will only be permitted only if the Investment would be permitted at that time under Section 4.2 hereof and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default.” (b) Any designation of a Subsidiary of the Borrower Issuer as an Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 7.06. (c) conditions. The Borrower Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted only if (1i) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.3 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; period and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. 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 Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be an Investment made as of the time of the designation and that will reduce the amount available for Restricted Payments pursuant to under Section 7.06 4.07(a) or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerCompany. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation The Board of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary 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, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including 4.09, either as “Permitted Debt” or pursuant to Section 7.06(b)(v4.09(a) treating such redesignation as an acquisition for with the purpose of such clause (v))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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. 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 Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation and that will reduce the amount available for Restricted Payments pursuant to under the first paragraph of Section 7.06 4.07 or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerCompany. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an “Unrestricted Subsidiary. .” The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary 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, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.09, 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Issuer may designate any Restricted Subsidiary of the Issuer to be an Unrestricted Subsidiary if that designation would not cause an Event of Default. If a Subsidiary; provided that: (i) any Guarantee by the Issuer or any Restricted Subsidiary is thereof of any Indebtedness of the Subsidiary being so designated as will be deemed to be an Unrestricted SubsidiaryIncurrence of Indebtedness by the Issuer or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 6.10; (ii) the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Issuer and its Restricted Subsidiaries in such Subsidiary at the Subsidiary designated as an Unrestricted Subsidiary time of designation will be deemed to be an Investment made as of the time of the designation and that will reduce the amount available for Restricted Payments pursuant to under Section 7.06 or under one or more clauses of the definition of Permitted Investments6.9(a), as determined by the Borrower. That designation will only be permitted if the and that such Investment would be permitted at that time and if to be made under Section 6.9(a); (iii) such Subsidiary does not hold any Liens on any property of the Issuer or any Restricted Subsidiary otherwise meets thereof; (iv) the definition Subsidiary being so designated is not a party to any agreement or understanding with the Issuer or any of an Unrestricted Subsidiary. The Borrower may redesignate its Restricted Subsidiaries unless the terms of any Unrestricted Subsidiary to such agreement would be a Restricted Subsidiary if that redesignation would not cause an permitted under Section 6.12; and (v) no Default or Event of DefaultDefault would be in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Borrower Issuer as an Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by filing with the Trustee the Board Resolution giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 7.06the Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements described in subclauses (i), (ii) or (iii) of clause (a) above, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred or made by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness, Investments or Liens are not permitted to be Incurred or made as of such date under this Indenture, the Issuer will be in default under this Indenture. (c) The Borrower Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that that: (i) such designation will be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under Section 7.03 6.10; (including pursuant ii) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to Section 7.06(b)(v) treating such redesignation be made as an acquisition for of the purpose time of such clause (v)), calculated on a pro forma basis as designation and such designation will only be permitted if such designation had occurred Investments would be permitted under the covenant described above under Section 6.9 provided that such outstanding Investments shall be valued at the beginning lesser of (A) the applicable reference period; Fair Market Value of such Investments measured on the date of such designation and (2B) the Fair Market Value of such Investments measured at the time each such Investment was made by such Unrestricted Subsidiary; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 6.7; and (iv) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted ; provided that in no event will the business operated by the Gibraltar Subsidiary is designated as on the Issue Date be transferred to or held by an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) 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 shall be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07(a) hereof or one or more clauses of the definition of Permitted Investments, as determined by the Company. (c) Any designation of a Subsidiary of the Borrower Company as an Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustees by filing with the Trustees a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 7.064.07 of this Indenture. (cd) The Borrower 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 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 will only be permitted if if: (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose 4.08 of such clause (v))this Indenture, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and and (2) no Default or Event of Default would be in existence following such designation. Any . (e) If, any Unrestricted Subsidiary would fail to meet the requirements of clauses (a) through (d) of this Section 4.14 as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such designation Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower shall Company as of such date and, if such Indebtedness is not permitted to be evidenced to incurred as of such date under the Administrative Agent by an Officer’s Certificate certifying that covenant described in Section 4.08 of this Indenture, the Company will be in default of such designation complies with the preceding conditioncovenant.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Issuer may designate (a “Designation”) any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation such Designation would not cause an Event of a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Issuer and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation such Designation and will reduce the amount available for Restricted Payments pursuant to under the first paragraph of Section 7.06 4.11 or under one or more clauses of the definition of for Permitted Investments, as determined by applicable. All such outstanding Investments will be valued at their Fair Market Value at the Borrowertime of such Designation in accordance with the second to last paragraph of Section 4.11. That designation Such Designation will only be permitted only if the such Investment would be permitted a Permitted Investment or otherwise would at that the time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiarysuch Designation not be in violation of Section 4.11. The Borrower Board of Directors of the Issuer may redesignate revoke any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation Designation of a Subsidiary of the Borrower Issuer as an Unrestricted Subsidiary will (a “Revocation”); provided that (a) no Default exists at the time of or after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such Revocation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) for all purposes of this Indenture. Any such Designation or Revocation by the Board of Directors of the Issuer after the Issue Date shall be evidenced to the Administrative Agent Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Issuer giving effect to such Designation or Revocation and an Officer’s Certificate certifying that such designation complies Designation or Revocation complied with the preceding conditions and was permitted by Section 7.06foregoing provisions. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower 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 if that designation would not cause an Event of a Default. If a any of the Company's Restricted Subsidiary Subsidiaries is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Company and its Restricted Subsidiaries in the Subsidiary newly designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the that designation and will either reduce the amount available for Restricted Payments pursuant to under Section 7.06 4.10(a) or 4.10(b) or reduce the amount available for future Investments under one or more clauses of the definition of "Permitted Investments, ," as determined by the BorrowerCompany determines in its sole discretion. That The designation of such a Subsidiary or Person as an "Unrestricted Subsidiary" will only be permitted if if, in the case of a Restricted Subsidiary, the deemed Investment would be permitted at that the time and if the Restricted Subsidiary is designated as an Unrestricted Subsidiary and, in any case, if that Subsidiary or Person otherwise meets satisfies the requirements set forth in the definition of an "Unrestricted Subsidiary. ." The Borrower Company's Board of Directors may redesignate designate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation designation would not cause an Event of a Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Parent may designate any Restricted Subsidiary (other than the Company) to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Parent and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will shall be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrowerdesignation. That designation will only shall be permitted only if the Investment would be permitted at that time under Section 4.07 hereof and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default.” (b) Any designation of a Subsidiary of the Borrower Parent as an Unrestricted Subsidiary will shall be evidenced to the Administrative Agent Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Parent giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 7.06. (c) conditions. The Borrower Board of Directors of the Parent may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only shall be permitted only if (1i) the incurrence of such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.08 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; period and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by . (c) For avoidance of doubt, the Borrower shall Company may not be evidenced to the Administrative Agent by designated as an Officer’s Certificate certifying that such designation complies with the preceding conditionUnrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the General Partner or Holdco may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause an a Default or Event of Default. If If, after the date of this Indenture, a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be either (a) an Investment made as of the time of the designation and that will reduce the amount available for Restricted Payments pursuant to under Section 7.06 4.07(a) or under one or more clauses of the definition of (b) a Permitted InvestmentsInvestment, as determined by the BorrowerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower General Partner or Holdco may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; 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, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.09, 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Schedule 6.07 sets forth a complete and accurate list of the Company’s Unrestricted Subsidiaries as of the Effective Date. From and after the Effective Date, the Company may designate any Restricted Subsidiary as an Unrestricted Subsidiary; provided that: (i) immediately prior to be and after giving effect to such change in designation no Default or an Event of Default would exist and (ii) the designation of the Subsidiary as an Unrestricted Subsidiary if that designation would not cause have a Material Adverse Effect; provided further that Company may not designate any Restricted Subsidiaries as Unrestricted Subsidiaries if the aggregate operating income of the Restricted Subsidiaries so designated at that time would account for more than 30% of the consolidated operating income of the Company and its Consolidated Subsidiaries for the most recently completed four fiscal quarters. Thereafter for purposes of such calculation operating income (including operating income from prior fiscal quarters) of Unrestricted Subsidiaries will be excluded from the consolidated operating income of the Company and its Consolidated Subsidiaries. (b) From and after the Effective Date, the Company shall not designate any Unrestricted Subsidiary which otherwise meets the definition of a Restricted Subsidiary, as a Restricted Subsidiary, unless if, and only if, immediately after giving effect to such change in designation: (i) any and all outstanding Indebtedness of such Subsidiary could then have been incurred in compliance with Section 6.01 and (ii) immediately prior to and after giving effect to such change in designation no Default or an Event of Default. If Default would exist; provided that if the Company has designated a Subsidiary which was previously treated as a Restricted Subsidiary as an Unrestricted Subsidiary during the term of this Agreement, the Company may not again designate such Subsidiary as a Restricted Subsidiary without the consent of the Required Lenders. (c) Any change in designation pursuant to this Section 6.07 will be made by the Company giving written notice to the Administrative Agent and the Syndication Agent on or prior to the date for such change in designation, specifying such date and the name of the Subsidiary whose designation is to be so changed, which notice will be accompanied by an officer’s certificate certifying that the conditions required for such change in designation will not be violated. The Administrative Agent will promptly provide a copy of such change in designation to the Lenders. Notwithstanding the foregoing, if due to an acquisition or other event, in either case to the extent permitted by this Agreement, which would cause a Person which was not previously a Consolidated Subsidiary to become a Consolidated Subsidiary, Company may immediately elect to have such Person not become a Consolidated Subsidiary, but instead to be designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of Parent may designate any Restricted Subsidiary of it (other than a Co-Borrower) to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Parent and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrowerdesignation. That designation will only be permitted only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default.” (b) Any designation of a Subsidiary of the Borrower Parent as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by filing with the Administrative Agent a certified copy of a resolution of the Board of Directors of Parent giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 7.06. (c) conditions. The Borrower Board of Directors of Parent may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of Parent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted only if (1i) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))6.03 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; period and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary of the Company (other than Finance Corp. or the Operating Partnership) to be an Unrestricted Subsidiary if that designation would not cause an Event a Default and, if after giving effect to such designation as if the same had occurred at the beginning of Defaultthe applicable four-quarter period, the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09. 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 Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation and that will reduce the amount available for Restricted Payments pursuant to under the first paragraph of Section 7.06 4.07 or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerCompany. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary 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, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.09, 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. 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 Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be an Investment made as of the time of the designation and that will reduce the amount available for Restricted Payments pursuant to under the first paragraph of Section 7.06 4.07 or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerCompany. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary 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, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including 4.09, either as “Permitted Debt” or pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))first paragraph thereof 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. 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 Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation and that will reduce the amount available for Restricted Payments pursuant to under the first paragraph of Section 7.06 4.07 or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerCompany. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary of the Company so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary 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, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.09, 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Restricted Subsidiary of UAL (other than the Guarantor) to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrowerdesignation. That designation will only be permitted only if the Investment would be permitted at that time under Section 4.2 hereof and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default.” (b) Any designation of a Subsidiary of the Borrower Issuer as an Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 7.06. (c) conditions. The Borrower Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted only if (1i) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.3 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; period and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Parent may designate any Restricted Subsidiary (other than the Company) to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Parent and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will shall be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrowerdesignation. That designation will only shall be permitted only if the Investment would be permitted at that time under Section 4.07 hereof and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default.” (b) Any designation of a Subsidiary of the Borrower Parent as an Unrestricted Subsidiary will shall be evidenced to the Administrative Agent Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Parent giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 7.06. (c) conditions. The Borrower Board of Directors of the Parent may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only shall be permitted only if (1i) the incurrence of such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.08 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; period and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by . (c) For the Borrower shall avoidance of doubt, the Company may not be evidenced to the Administrative Agent by designated as an Officer’s Certificate certifying that such designation complies with the preceding conditionUnrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of Holdings may designate any Restricted Subsidiary of Holdings (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause an a Default or Event of DefaultDefault and the other requirements for such designation prescribed in the definition of “Unrestricted Subsidiary” are satisfied. If a Restricted Subsidiary of Holdings is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Holdings and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under the first paragraph of Section 7.06 8.01 or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerHoldings. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation Directors of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Holdings may at any time designate any Unrestricted Subsidiary of Holdings to be a Restricted Subsidiary; Subsidiary of Holdings, provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Holdings of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))8.03, 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 (other than a Reporting Default) or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Holdings and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower Notwithstanding the foregoing, no Subsidiary may redesignate any be designated an Unrestricted Subsidiary to be a Restricted if such Subsidiary if that redesignation would not cause an Event of Defaultowns any Material Intellectual Property. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v7.03(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditionconditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if: a. the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary, and b. either: i. the Subsidiary to be so designated has total assets of $1,000 or less, or ii. if that the Subsidiary has consolidated assets greater than $1,000, then the designation would not cause an Event of Defaultbe permitted under Section 4.05. If a Restricted Subsidiary is Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the aggregate fair market value of all outstanding Investments owned by the Borrower and its Company will be classified as a Restricted Subsidiaries in Subsidiary; provided, that the Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Person is a Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. In addition, neither the Company nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary in existence and classified as an Unrestricted Subsidiary at the time the Company or the Restricted Subsidiary is liable for that Debt (including any right to take enforcement action against that Unrestricted Subsidiary). The Borrower Board of Directors may redesignate designate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced if, immediately after giving pro-forma effect to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Designate any Subsidiary as an Unrestricted Subsidiary; provided that the Borrower may designate any Restricted create a Subsidiary after the Closing Date to be designated an Unrestricted Subsidiary if that designation would not cause an a Default or Event of Default; provided further that in no event will OpCo, any Subsidiary of OpCo or any business operated by OpCo at any time be transferred to, held by or designated as an Unrestricted Subsidiary. If a Restricted Subsidiary is created after the Closing Date and designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the such Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under Section 7.06 7.6 hereof or under one or more clauses clause (xii) of the definition of Permitted Investments, Investments calculated on a pro forma basis as determined by if such designation had occurred at the Borrowerbeginning of the four quarter reference period. That designation will only be permitted only if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Additionally, the Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that the redesignation would not cause an a Default or Event of Default. (b) Any designation Default hereunder; provided that any outstanding Indebtedness of a Subsidiary of the Borrower as an such Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding the Borrower and will reduce the amount available for Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), 7.2 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event a Default; provided that in no event shall there be any Unrestricted Subsidiaries on or immediately following the date of Defaultthis Indenture. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Company and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted (after giving effect to any sale of Equity Interests of such Subsidiary will in connection with such designation) shall be deemed to be an a Restricted Investment made as of the time of the such designation and will shall either reduce the amount available for Restricted Payments pursuant to under Section 7.06 4.07(a) or reduce the amount available for future Investments under one or more clauses of the definition of "Permitted Investments, as determined by the Borrower. ." That designation will shall only be permitted if the such Investment would be permitted at that time and if the such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will 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 will shall only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.09, 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. 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 Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation and that will reduce the amount available for Restricted Payments pursuant to under the first paragraph of Section 7.06 4.07 or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerCompany. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; 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, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.09, 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause an Event of DefaultDefault hereunder. 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 Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be an Investment made as of the time of the designation and that will reduce the amount available for Restricted Payments pursuant to under Section 7.06 5.9 or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerCompany. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary 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, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including 5.11, either as “Permitted Debt” or pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; Test Period, and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under Section 7.06 4.07(a) hereof or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation The Board of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary 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 SubsidiarySubsidiary 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 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), 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; , (2) such Lien is permitted under Section 4.12 and (23) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Holdings and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v7.03(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditionconditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Subject to clauses (b) and (c) of this Section 4.16, the Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall (1) the business currently operated by Playboy.com and its Subsidiaries be transferred to or held ▇▇ ▇▇ ▇▇▇▇▇tricted Subsidiary or (2) the Company be designated as an Event of Default. Unrestricted Subsidiary. (b) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Playboy and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the such designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That that designation will only be permitted if the such Investment would be permitted at that time and if the such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary Any designation pursuant to be a Restricted Subsidiary; provided that such designation will this Section 4.16 shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Playboy of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will shall only be permitted if if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and and (2) no Default or Event of Default would have occurred and be in existence continuing following such designation. . (1) A Subsidiary previously designated an Unrestricted Subsidiary which at any time fails to meet the qualifications set forth in paragraph (a) will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in paragraph (f). (2) The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default. (e) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (1) all existing Investments of the Company and the Restricted Subsidiaries therein (valued at the Company's proportional share of the fair market value of its assets less liabilities) will be deemed made at that time; (2) all existing Capital Stock or Debt of the Company or a Restricted Subsidiary held by it will be deemed Incurred at that time, and all Liens on property of the Company or a Restricted Subsidiary held by it will be deemed incurred at that time; (3) all existing transactions between it and the Company or any Restricted Subsidiary will be deemed entered into at that time; (4) it is released at that time from its Note Guarantee, if any; and (5) it will cease to be subject to the provisions of this Indenture as a Restricted Subsidiary. (f) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary, (1) all of its Debt and Disqualified or Preferred Stock will be deemed Incurred at that time for purposes of Section 4.06, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.10 or Section 4.13; (2) Investments therein previously charged under Section 4.07 will be credited thereunder; (3) it may be required to issue a Note Guarantee pursuant to Section 4.11; and (4) it will thenceforward be subject to the provisions of this Indenture as a Restricted Subsidiary. (g) Any such designation by the Borrower shall Board of Directors of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to the designation and an Officer’s 's Certificate certifying that such the designation complies complied with the preceding conditionforegoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Parent and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrowerdesignation. That designation will only be permitted if the Investment would be permitted at that time under Section 4.07 hereof and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary. .” The Borrower Board of Directors of the Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of a Default. (b) . Any designation of a Subsidiary of the Borrower Parent as an Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Parent giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 7.06. (c) conditions. The Borrower Board of Directors of the Parent may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Parent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted only if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; period and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Parent may designate any Restricted Subsidiary of the Parent to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary of the Parent is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Parent and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation and that will reduce the amount available for Restricted Payments pursuant to under the first paragraph of Section 7.06 4.06 or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerParent. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Parent may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Parent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.08, 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditionARTICLE 5 SUCCESSORS Section 5.01.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Company may designate any Restricted Subsidiary Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if that it meets the following qualifications and the designation would not cause an Event a Default. (1) Such Subsidiary does not own any Capital Stock of Default. If a the Company or any Restricted Subsidiary or hold any Debt of, or any Lien on any property of, the Company or any Restricted Subsidiary. (2) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Company or any Restricted Subsidiary is permitted under Section 4.06 and Section 4.07. (3) Neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results, except to the extent permitted by Section 4.06 and Section 4.07. Once so designated as the Subsidiary will remain an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the subject to Section 4.18(b). (1) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in Section 4.18(a) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That designation will only be permitted if the Investment would be permitted become at that time and if a Restricted Subsidiary, subject to the Restricted Subsidiary otherwise meets the definition consequences set forth in Section 4.18(d). (2) The Board of Directors may designate an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation the designation would not cause an Event of a Default. (bc) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (1) all existing Investments of the Company and the Restricted Subsidiaries therein (valued at the Company’s proportional share of the Fair Market Value of its assets less liabilities) will be deemed made at that time; (2) all existing transactions between it and the Company or any Restricted Subsidiary will be deemed entered into at that time; (3) it shall be released at that time from its Note Guarantee, if any and Liens on its assets securing the Note Guarantee shall be released; and (4) it will cease to be subject to the provisions of this Indenture as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary, (1) all of its Debt and Disqualified Stock or Preferred Stock will be deemed Incurred at that time for purposes of Section 4.06, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.14; (2) Investments therein previously charged under Section 4.07 will be credited thereunder; (3) it may be required to issue a Note Guarantee pursuant to Section 4.12 and grant Liens on its assets to secure the Note Guarantee pursuant to Section 11.02(b); and (4) it will thenceforward be subject to the provisions of this Indenture as a Restricted Subsidiary. (e) Any designation by the Company of a Subsidiary of the Borrower as an a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to the designation and an Officer’s Certificate certifying that such the designation complies complied with the preceding conditions and was permitted by Section 7.06foregoing provisions. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Holdings and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the BorrowerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Notwithstanding the foregoing, no Subsidiary designated an Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Defaultshall own any Material Intellectual Property. (b) Any designation of a Subsidiary of the Borrower Company as an Unrestricted Subsidiary will be evidenced to the Administrative Agent Agents by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v7.03(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower Company shall be evidenced to the Administrative Agent Agents by an Officer’s Certificate certifying that such designation complies with the preceding conditionconditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Parent may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Parent and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrowerdesignation. That designation will only be permitted only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary. The Borrower .” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of a Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Parent may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of Parent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted only if (1i) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))6.03, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; period and (2ii) no Default or Event of Default would be in existence following such designation. Any . (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designation by the Borrower designated Unrestricted Subsidiary shall be evidenced to released from its Guarantee of the Administrative Agent by an Officer’s Certificate certifying that Obligations and (y) any Liens on such designation complies with designated Unrestricted Subsidiary and any of the preceding conditionCollateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) #96808608v5 Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) . The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event be permitted by this Indenture, including the provisions of DefaultSections 4.09 and 4.10 above. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Company and its the Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will shall be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrowerdesignation. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower Company as an Unrestricted Subsidiary will shall be evidenced to the Administrative Agent Trustee by the Company delivering to the Trustee a certified copy of the resolution of the Board of Directors giving effect to such designation and an Officer’s Officers' Certificate certifying that such designation complies with the preceding conditions and was permitted by the covenant described under the provisions of Section 7.06. (c) 4.10 above. The Borrower Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided PROVIDED, HOWEVER, that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under the covenant described under the provisions of Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.09 above, 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted ; provided that in no event will the business operated by the Gibraltar Subsidiary is designated as on the Issue Date be transferred to or held by an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) 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 shall be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07(a) hereof or one or more clauses of the definition of Permitted Investments, as determined by the Company. (c) Any designation of a Subsidiary of the Borrower Company as an Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustees by filing with the Trustees a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officer’s 's Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 7.064.07 of this Indenture. (cd) The Borrower 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 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 will only be permitted if if: (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose 4.08 of such clause (v))this Indenture, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and and (2) no Default or Event of Default would be in existence following such designation. Any . (e) If, any Unrestricted Subsidiary would fail to meet the requirements of clauses (a) through (d) of this Section 4.14 as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such designation Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower shall Company as of such date and, if such Indebtedness is not permitted to be evidenced to incurred as of such date under the Administrative Agent by an Officer’s Certificate certifying that covenant described in Section 4.08 of this Indenture, the Company will be in default of such designation complies with the preceding conditioncovenant.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Par Borrower may designate any Restricted Subsidiary of the Par Borrower to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary of the Par Borrower is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Borrowers and its the Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation and that will reduce the amount available for Restricted Payments pursuant to under Section 7.06 7.05(a) hereof or under one or more clauses of the definition of represent a Permitted InvestmentsInvestment, as determined by the Par Borrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation The Board of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Par Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Par Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))7.07 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. . (c) Any such designation by of a Subsidiary of the Par Borrower shall as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by filing with the Administrative Agent a certified copy of a resolution of the Board of Directors of the Par Borrower giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditionconditions and was permitted by Section 7.05 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Par Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.07 hereof, the Par Borrower will be in default thereunder.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Lead Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. . (b) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under Section 7.06 6.2.3 or under one or more clauses of the definition of “Permitted Investments, ,” as determined by the Lead Borrower. That The designation of a Restricted Subsidiary as an Unrestricted Subsidiary will only be permitted if the deemed Investment resulting from such designation would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. . (c) The Lead Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of a Default. (bd) Any designation of a Subsidiary of the Borrower Company as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by providing the Administrative Agent a copy of a resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 7.06. (c) 6.2.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 6.2.1, the Borrowers will be in default of 102 such Section 6.2.1. The Board of Directors of the Lead Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1i) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))6.2.1, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Parent may designate any Restricted Subsidiary of the Parent to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary of the Parent is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Parent and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation and that will reduce the amount available for Restricted Payments pursuant to under the first paragraph of Section 7.06 4.07 or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerParent. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Parent may at any time designate any Unrestricted Subsidiary (or, with respect to a Permian Entity Payoff Investment, must concurrently designate each of the Permian Entities) to be a Restricted Subsidiary; , provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will (other than any designation of either of the Permian Entities in connection with a Permian Entity Payoff Investment) shall only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.09, 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Parent and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under Section 7.06 6.4 or under one or more clauses of the definition of Permitted Investments, as determined by the BorrowerParent. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default or an Event of Default. (b) Any designation of a Subsidiary of the Borrower Parent as an Unrestricted Subsidiary will be evidenced by delivery to the Administrative Agent by Parent of an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.066.4. (c) The Borrower Parent may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of Parent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), 6.1 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower Parent shall be evidenced by delivery to the Administrative Agent by Parent of an Officer’s Certificate certifying that such designation complies with the preceding conditionconditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower After the Closing Date, the Board of Directors of the Parent may designate any Restricted Subsidiary of it to be an Unrestricted Subsidiary (other than the Borrower) if that designation would not cause an Event of a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Parent and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrowerdesignation. That designation will only be permitted only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default.” (b) Any designation of a Subsidiary of the Borrower Parent as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by filing with the Administrative Agent a certified copy of a resolution of the Board of Directors of the Parent giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 7.06. (c) conditions. The Borrower Board of Directors of the Parent may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Parent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted only if (1i) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))6.03 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; period and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Issuer may designate any (i) Restricted Subsidiary to be an Unrestricted Subsidiary and (ii) Unrestricted Subsidiary to be a Restricted Subsidiary, in each case, if any such designation would not cause a Default; provided, that the Issuer may not designate a Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of Default. If a such Restricted Subsidiary is designated guarantees the Revolving Credit Facility or any Public Debt. (b) If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary designated as it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be an Investment made Incurred by a Restricted Subsidiary as of the time such date and, if such Indebtedness is not permitted to be Incurred as of the designation and will reduce the amount available for Restricted Payments such date pursuant to Section 7.06 or under one or more clauses of 4.04, the definition of Permitted Investments, as determined by the Borrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary Issuer will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by in default of Section 7.064.04. (c) The Borrower Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 4.04 (including pursuant to Section 7.06(b)(v4.04(b)(5) treating such redesignation as an acquisition for the purpose of such clause (v)clause), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any . (d) The Issuer may designate any Subsidiary of the Issuer, (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger, consolidation or other business combination transaction, or Investment therein), to be an Unrestricted Subsidiary only if such designation by Subsidiary or any of its Subsidiaries does not own any Capital Stock of the Borrower shall Issuer or any other Subsidiary of the Issuer which is not a Subsidiary of the Subsidiary to be evidenced to the Administrative Agent by so designated or otherwise an Officer’s Certificate certifying that such designation complies with the preceding conditionUnrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower may designate If, at any Restricted time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary if that designation would not cause an Event for purposes of Default. If a Restricted this Agreement and any Indebtedness of such Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will shall be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined incurred by the Borrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will of such date and, if such Indebtedness is not permitted to be evidenced to incurred as of such date under Section 5.7 (Incurrence of Indebtedness and Issuance of Preferred Stock), the Administrative Agent by an Officer’s Certificate certifying that Borrower shall be in default of such designation complies with covenant. The Board of Directors of the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will shall only be permitted if (1i) such Indebtedness is permitted under Section 7.03 5.7 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose Incurrence of such clause (v)Indebtedness and Issuance of Preferred Stock), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Restricted Subsidiary (other than the Issuer), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if that it meets the following qualifications and the designation would not cause an Event a Default: (1) Such Subsidiary does not own any Capital Stock of Default. If a the Company or any Restricted Subsidiary or hold any Debt of, or any Lien on any property of, the Company or any Restricted Subsidiary. (2) At the time of the designation, the designation would be permitted under Section 4.07. (3) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Company or any Restricted Subsidiary is permitted under Section 4.06 and Section 4.07. (4) The Subsidiary is not party to any transaction or arrangement with the Company or any Restricted Subsidiary that would not be permitted under Section 4.14. (5) Neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 4.06 and Section 4.07. Once so designated as the Subsidiary will remain an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the subject to paragraph (b). (1) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in paragraph (a) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That designation will only be permitted if the Investment would be permitted become at that time and if a Restricted Subsidiary, subject to the Restricted Subsidiary otherwise meets the definition consequences set forth in paragraph (d). (2) The Board of Directors may designate an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation the designation would not cause an Event of a Default. (bc) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary: (1) all existing Investments of the Company and the Restricted Subsidiaries therein (valued at the Company’s proportional share of the fair market value of its assets less liabilities) will be deemed made at that time; (2) all existing Capital Stock or Debt of the Company or a Restricted Subsidiary held by it will be deemed Incurred at that time, and all Liens on property of the Company or a Restricted Subsidiary held by it will be deemed incurred at that time; (3) all existing transactions between it and the Company or any Restricted Subsidiary will be deemed entered into at that time; (4) it is automatically released at that time from its Note Guaranty, if any, and Liens on its assets will be automatically released; and (5) it will cease to be subject to the provisions of the Indenture as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary: (1) all of its Debt and Disqualified or Preferred Stock will be deemed Incurred at that time for purposes of Section 4.06, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.10 or Section 4.13; (2) Investments therein previously charged under Section 4.07 will be credited thereunder; (3) it may be required to issue a Note Guaranty pursuant to Section 4.11 and grant Second-Priority Liens pursuant to Article 11; and (4) it will thenceforward be subject to the provisions of the Indenture as a Restricted Subsidiary. (e) Any designation by the Board of Directors of a Subsidiary of the Borrower as an a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to the designation and an Officer’s Officers’ Certificate certifying that such the designation complies complied with the preceding conditions and was permitted by Section 7.06foregoing provisions. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation desig-nation would not cause an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under Section 7.06 3.3 or under one or more clauses of the definition of “Permitted Investments, .” as determined by the BorrowerIssuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary. .” The Borrower Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default or an Event of Default. (b) Any designation of a Subsidiary of the Borrower Issuer as an Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by filing with the Trustee a Board Resolution of the Issuer giving effect to such designation and an OfficerOf-ficer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06Sec-tion 3. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. 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 Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under the first paragraph of Section 7.06 4.7 hereof or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerCompany. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary of the Company to be a Restricted SubsidiarySubsidiary 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, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.9 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Parent may designate any Restricted Subsidiary of the Parent to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary of the Parent is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Parent and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation and that will reduce the amount available for Restricted Payments pursuant to under the first paragraph of Section 7.06 4.07 or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerParent. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary of the Parent so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Parent may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Parent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.09, 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. 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 Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be an Investment made as of the time of the designation and that will reduce the amount available for Restricted Payments pursuant to under Section 7.06 4.07(a) or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerCompany. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary 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, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including 4.09, either as “Permitted Debt” or pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))first paragraph thereof 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an a Default or Event of Default; provided that, in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary, unless after giving pro forma effect to such transfer the Company could have incurred an additional $1.00 of Indebtedness pursuant to the Consolidated Operating Cash Flow Ratio test set forth in Section 9.11 hereof. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Company and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of Restricted Payments at the time of the such designation and will reduce the amount available for Restricted Payments pursuant to under Section 7.06 or under one or more clauses 9.08 hereof. All such outstanding Investments will be valued at their fair market value at the time of such classification as determined in the good faith judgment of the definition Board of Permitted Investments, as determined by the BorrowerDirectors. That designation will only be permitted if the Investment such Restricted Payment would be permitted at that time and if the such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; , provided that such designation will 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 will shall only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))9.11 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if in accordance with the definition of “Unrestricted Subsidiary”; provided that designation would not cause an (i) immediately before and after giving effect to such designation, no Event of Default. If a Restricted Default shall have occurred and be continuing, (ii) the Borrower shall be in pro forma compliance with the financial covenant set forth in Section 7.11 (whether or not such covenant is applicable at such time in accordance with its terms), and (iii) no Subsidiary is may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” as defined in any of the Senior Notes; provided that (x) solely with respect to the Designated Subsidiaries the foregoing clause (iii) shall not apply for a period commencing on the date the Designated Subsidiaries are designated as “Restricted Subsidiaries” as defined in any of the Senior Notes and ending on the date that is 30 days thereafter, and (y) the aggregate fair market value Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to make a written list of all Designated Subsidiaries available to Lenders on the “Private Side Information” portion of the Platform. All outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be treated as an Investment by the Borrower or such Restricted Subsidiary, as applicable, made as of at the time of the designation and designation. The amount of all such outstanding Investments will reduce be the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses aggregate fair market value of such Investments at the time of the definition of Permitted Investments, as determined by the Borrowerdesignation. That The designation will only not be permitted if the such Investment would not be permitted under Section 7.02 at that time and if the such Restricted Subsidiary does not otherwise meets meet the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will shall be evidenced to the Administrative Agent by an Officer’s Certificate delivering to the Administrative Agent a certified copy of the board resolution of the Borrower giving effect to such designation and a certificate signed by a Responsible Officer of the Borrower certifying that such designation complies complied with the preceding foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by this Section 7.06. 6.17, provided, however, (ci) no Subsidiary may be designated as an Unrestricted Subsidiary if such designated Unrestricted Subsidiary will own any IP Rights and the failure of the Borrower or any of its Restricted Subsidiaries to own such IP Rights could reasonably be expected to have a Material Adverse Effect and (ii) neither the Borrower nor any of its Restricted Subsidiaries shall be permitted to contribute any IP Rights to an Unrestricted Subsidiary if (x) the failure by the Borrower or any of its Restricted Subsidiaries to own such IP Rights could reasonably be expected to have a Material Adverse Effect or (y) after giving effect to such contribution the Borrower would not be in pro forma compliance with the covenant set forth in Section 7.11 whether or not such covenant is applicable at such time in accordance with its terms. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements of an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and (1) any Indebtedness of such Subsidiary, (2) any Liens of such Subsidiary and (3) any Investments of such Subsidiary, in each case shall be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Liens, Investments, or Indebtedness are not permitted to be incurred as of such date under Section 7.01, Section 7.02 or Section 7.03, as applicable, the Borrower shall be in default of such Section 7.01, Section 7.02 or Section 7.03, as applicable. The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will 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 Borrower of any outstanding Indebtedness Indebtedness, Liens and Investments of such Unrestricted Subsidiary, Subsidiary and such designation will shall only be permitted if (1) such Liens are permitted under Section 7.01, such Investments are permitted under Section 7.02, and such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period7.03; and (2) no Default or Event of Default would shall have occurred and be continuing; and provided further, however, if any such Subsidiaries are Designated Subsidiaries, then the foregoing proviso shall not apply to any such Designated Subsidiaries and, notwithstanding anything contained herein or in existence the other Loan Documents to the contrary, such Designated Subsidiaries shall not be subject to the terms and provisions of this Agreement (including, without limitation, Section 6.11 and Section 6.15) and the other Loan Documents during the period commencing on the date the Designated Subsidiaries are designated as “Restricted Subsidiaries” hereunder and ending on the date that is 30 days thereafter, and on such thirtieth day any such Designated Subsidiary that is a Restricted Subsidiary at such time shall be deemed, for purposes of Sections 7.01, 7.02 and 7.03, to have incurred all Liens, Investments, and Indebtedness of such Designated Subsidiary then outstanding. The following such designationentities have previously been designated as Unrestricted Subsidiaries under this Agreement and remain Unrestricted Subsidiaries as of the Closing Date: 8t▇ ▇▇▇▇▇▇ ▇ood & Provisions, Inc., a Missouri corporation, Active Nutrition International GmbH, a German entity, Agricore United Holdings Inc., a Delaware corporation, American Blanching Company, a Georgia corporation, Attune Foods, LLC, a Delaware limited liability company, BellRing Brands, Inc., a Delaware corporation, BellRing Brands, LLC, a Delaware limited liability company, Dakota Growers Pasta Company, Inc., a North Dakota corporation, DNA Dreamfields Company, LLC, an Ohio limited liability company, Dymatize Enterprises, LLC, a Delaware limited liability company, GB Acquisition USA, Inc., a Washington corporation, Golden Acquisition Sub, LLC, a Delaware limited liability company, Golden Boy Nut Corporation, a Delaware corporation, Golden Nut Company (USA) Inc., a Washington corporation, Nuts Distributor of America Inc., a Washington corporation, Premier Nutrition Company, LLC, a Delaware limited liability company, Primo Piatto, Inc., a Minnesota corporation, Golden Boy Foods Ltd., a British Columbia corporation, PHI Acquisition GP ULC, a British Columbia unlimited liability company, PHI Acquisition LP ULC, a British Columbia unlimited liability company, PHI Acquisition Limited Partnership, a British Columbia limited partnership, Supreme Protein, LLC, a Delaware limited liability company, TA/DEI-A Acquisition Corp., a Delaware corporation, and any direct or indirect now or hereafter created or acquired Subsidiary of any of the foregoing. Any such designation by The foregoing sentence does not prohibit or limit in any respect the ability of the Borrower shall be evidenced to designate any of the foregoing Persons as Restricted Subsidiaries and thereafter re-designate any or all of such Persons as Unrestricted Subsidiaries, in each case, subject to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditionterms and conditions of this Section 6.17.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. 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 Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be an Investment made as of the time of the designation and that will reduce the amount available for Restricted Payments pursuant to under Section 7.06 4.07(a) or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerCompany. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation The Board of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary 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, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including 4.09, either as “Permitted Debt” or pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))first paragraph thereof 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.Article Five

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 4.07 or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary 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 SubsidiarySubsidiary 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 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; , (2) such Lien is permitted pursuant to Section 4.12 and (23) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower may at any time designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate or any Unrestricted Subsidiary to be as a Restricted Subsidiary; provided that (i) immediately before and after such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiarydesignation, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would shall have occurred and be in existence following continuing, (ii) immediately after giving effect to such designation, the Total Leverage Ratio of the Borrower on a pro forma basis, as of the last day of the most recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.1(a), would not exceed 3.00 to 1.00, and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Agent a certificate setting forth in reasonable detail the calculations demonstrating compliance with such ratio and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is at such time a “Restricted Subsidiary” for purposes of any Material Indebtedness. Any such The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an investment by the Borrower shall be evidenced therein at the date of designation in an amount equal to the Administrative Agent fair market value of the Borrower’s or its Restricted Subsidiaries’, as applicable, investments therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any investment, Indebtedness or Liens of such Subsidiary existing at such time Table of Contents and (ii) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an Officer’s Certificate certifying that amount equal to the fair market value at the date of such designation complies with of the preceding conditionBorrower’s or its Subsidiaries’, as applicable, investment in such Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of DefaultDefault under clause (1), (2), (5) or (6) of Section 6.1(a). If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under Section 7.06 3.3 or under one or more clauses of the definition of “Permitted Investments, Investment,” as determined by the BorrowerIssuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation redesigntion would not cause an Event of DefaultDefault under clause (1), (2), (5) or (6) of Section 6.1(a). (b) Any designation of a Subsidiary of the Borrower Issuer as an Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by filing with the Trustee a Board Resolution of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.063.3. (c) The Borrower Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Issuer; provided that such designation will be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))3.2, calculated on a pro forma basis Pro Forma Basis as if such designation had occurred at the beginning of the applicable reference periodmost recently ended Test Period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower Issuer shall be evidenced to the Administrative Agent Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditionconditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Issuer and its the Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount Cumulative Buildup Basket or amounts available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted InvestmentsInvestments or one or more clauses of Section 4.08(b), as determined by the BorrowerIssuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower Board of Directors of Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if (i) that redesignation would not cause an Event a Default and (ii) all Liens and Indebtedness of Default. such Unrestricted Subsidiary outstanding immediately after such redesignation would, if incurred at such time, have been permitted to be incurred (band shall be deemed to have been incurred) under this Indenture. Any such designation or redesignation shall be evidenced by filing with the Trustee a certified copy of a Subsidiary resolution of the Borrower as an Unrestricted Subsidiary will be evidenced Board of Directors of Parent giving effect to the Administrative Agent by such designation or redesignation and an Officer’s Certificate certifying that such designation complies or redesignation complied with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.4.08

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower may Issuer may, by delivery of an Officer’s Certificate to the Trustee, designate any of its Restricted Subsidiary Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause an Subsidiary; provided that: (1) no Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, Default would be in existence following such designation; (2) the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under Section 7.06 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That Issuer; provided further that such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary time; and (3) such designation otherwise meets the definition of an Unrestricted SubsidiarySubsidiary at the time of such designation. The Borrower Issuer may redesignate at any time, by delivery of an Officer’s Certificate to the Trustee, designate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiaryIssuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will be deemed to be an Investment by a Restricted Subsidiary of the Issuer, of any Investments made by such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted or not prohibited under Section 7.03 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; (including pursuant to 2) such Investment is permitted or not prohibited under Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))3.3, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and (23) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower Issuer shall be evidenced to the Administrative Agent Trustee by delivering to the Trustee an Officer’s Certificate certifying that such designation complies with the preceding conditionconditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of Holdings may designate any Restricted Subsidiary of Holdings (other than the Term A Borrowers) to be an Unrestricted Subsidiary if that designation would not cause an a Default or Event of DefaultDefault and the other requirements for such designation prescribed in the definition of “Unrestricted Subsidiary” are satisfied. If a Restricted Subsidiary of Holdings is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Holdings and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under the first paragraph of Section 7.06 8.01 or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerHoldings. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation Directors of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Holdings may at any time designate any Unrestricted Subsidiary of Holdings to be a Restricted Subsidiary; Subsidiary of Holdings, provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Holdings of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))8.03, 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 (other than a Reporting Default) or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.HN\1118344.20

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of Parent may designate any Restricted Subsidiary (other than the Issuer) to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. . (b) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Parent and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 under ‎‎Section 4.08 or under one or more clauses of the definition of “Permitted Investments, ,” as determined by the BorrowerIssuer. That The designation of a Restricted Subsidiary as an Unrestricted Subsidiary will only be permitted if the deemed Investment resulting from such designation would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower . (c) Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of a Default. (bd) Any designation of a Subsidiary of the Borrower Parent as an Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by filing with the Trustee a copy of a resolution of the Board of Directors of Parent giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 7.06. (c) ‎‎Section 4.08. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under ‎‎Section 4.06, Parent will be in default of such ‎‎Section 4.06. The Borrower Board of Directors of Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1i) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))‎‎Section 4.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause an a Default or Event of Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under Section 7.06 3 of this Annex or under one or more clauses of the definition of “Permitted Investments, ,” as determined by the BorrowerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower Company as an Unrestricted Subsidiary will be evidenced to the Administrative Collateral Agent by filing with the Collateral Agent a certified copy of a resolution of the Board of Directors of the Company giving effect to such designation and an Officer’s Certificate officers’ certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 7.06. (c) 3 of this Annex. The Borrower 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 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 will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose 2 of such clause (v))this Annex, 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 occur and be in existence continuing following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary of the Company (other than Finance Corp. or the Operating Partnership) to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. 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 Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation and that will reduce the amount available for Restricted Payments pursuant to under the first paragraph of Section 7.06 4.07 or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerCompany. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary 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, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.09, 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an no Default or Event of DefaultDefault would be in existence following such designation. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under Section 7.06 4.07 of this Indenture or under one or more clauses of the definition of Permitted Investments, as determined by the BorrowerIssuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1a) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose 4.09 of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; this Indenture and (2b) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Holdings and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower Notwithstanding the foregoing, no Subsidiary may redesignate any be designated an Unrestricted Subsidiary to be a Restricted if such Subsidiary if that redesignation would not cause an Event of Defaultowns any Material Intellectual Property. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v7.03(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.conditions. -288- #94164975v6 Exhibit 10.14 -289- #94164975v6 Exhibit 10.14

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower As of the Issue Date, there will be no material Unrestricted Subsidiaries. After the Issue Date, the Company may designate any Subsidiary of the Company (other than a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary to be Subsidiary) as an Unrestricted Subsidiary if that designation would not cause an Event of Default. If (a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That designation will "Designation") only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default.if: (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (ii) the Company would be permitted under this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in existence an amount (the "Designation Amount") equal to the sum of (A) the Fair Market Value of the Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such date; and (iii) the Company would be permitted to incur $1.00 of additional Debt under Section 4.09(a) at the time of Designation (assuming the effectiveness of such Designation). (b) In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to the covenant described under Section 4.10 for all purposes of this Indenture. (c) The Company shall not, and shall not cause or permit any Restricted Subsidiary to, at any time: (1) provide direct or indirect credit support for or a guarantee of any Debt of any Unrestricted Subsidiary (including any undertaking agreement or instrument evidencing such Debt); (2) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary; or (3) be directly or indirectly liable for any Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except, in the case of (1) or (2), to the extent permitted under Section 4.10. (d) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation"), whereupon such Subsidiary shall then constitute a Restricted Subsidiary, if: (1) no Default or Event of Default shall have occurred and be continuing at the time and after giving effect to such Revocation; and (2) all Liens and Indebtedness of such Unrestricted Subsidiaries outstanding immediately following such designation. Any Revocation would, if incurred at such designation by time, have been permitted to be incurred for all purposes of the Borrower shall Indenture. (e) All Designations and Revocations must be evidenced to the Administrative Agent by an Officer’s 's Certificate of the Company delivered to the Trustee certifying that such designation complies compliance with the preceding conditionforegoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Restricted Subsidiary of the Issuer to be an Unrestricted Subsidiary; provided that: (1) any Guarantee by the Issuer or any of its Restricted Subsidiaries of any Indebtedness of the Subsidiary if that designation would not cause being so designated will be deemed to be an Event Incurrence of Default. If a Indebtedness by the Issuer or such Restricted Subsidiary is designated as an Unrestricted Subsidiary(or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under the covenant described in Section 4.05; (2) the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Issuer and its Restricted Subsidiaries in the Subsidiary being so designated as an Unrestricted Subsidiary (including any Guarantee by the Issuer or any of its Restricted Subsidiaries of any Indebtedness of such Subsidiary) (such amount, the “Designation Amount”) will be deemed to be an Investment made as of the time of the designation such designation, and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That designation will only be permitted if the such Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default.made under Section 4.06; (b3) Any designation of a such Subsidiary does not hold any Liens on any property of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06.Issuer or any of its Restricted Subsidiaries; and (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (24) no Default or Event of Default would be in existence following such designation. Any . (b) The Board of Directors may at any time designate any Unrestricted Subsidiary to be Restricted Subsidiary; provided that: (1) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Borrower Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is permitted under Section 4.05; (2) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 4.08; and (3) no Default or Event of Default would be in existence following such designation. (c) Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary or redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, as the case may be, shall be evidenced to the Administrative Agent Trustee by filing with the Trustee an Officer’s Officers’ Certificate giving effect to such designation or redesignation and an Officers’ Certificate, signed on behalf of the Issuer by its principal executive officer or principal financial officer, certifying that such designation complies or redesignation complied with the preceding condition.conditions, as applicable

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of Holdings may designate any Restricted Subsidiary other than either Issuer to be an Unrestricted Subsidiary if that designation would not cause an no Event of DefaultDefault would be in existence following such designation. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, (1) the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Holdings and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under Section 7.06 4.05 hereof or under one or more clauses of the definition of Permitted Investments, as determined by Holdings and (2) any guarantee by Holdings or any of its Restricted Subsidiaries of any Indebtedness of the BorrowerSubsidiary being so designated shall be deemed an incurrence of such Indebtedness. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower Holdings as an Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of Holdings giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.4.05

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) immediately after giving effect to such designation, the Company could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test under Section 4.3(a) or the Fixed Charge Coverage Ratio of the Company immediately after giving effect to such designation would not be less than the Fixed Charge Coverage Ratio of the Company immediately prior to such designation; (2) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; and (3) the Company certifies that such designation complies with this Section. Any such designation by the Board of Directors shall be evidenced by the Company promptly filing with the Trustee a copy of the resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding provisions. (b) The Board of Directors may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if that under the circumstances and pursuant to the requirements described in the definition of “Unrestricted Subsidiary” set forth in Section 1.1. For purposes of making the determination as to whether such designation would not cause an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiarybe made in compliance with this Section, the aggregate fair market value of all outstanding Investments owned by the Borrower Company and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of Restricted Payments at the time of the such designation and will reduce the amount available for Restricted Payments pursuant to under Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower4.4(a). That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that All such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation outstanding Investments will be deemed to be constitute Investments in an incurrence amount equal to the greater of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 the net book value (including pursuant to Section 7.06(b)(vdetermined in accordance with GAAP) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if Investments at the time of such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event the Fair Market Value of Default would be in existence following such Investments at the time of such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Issuer and its the Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount Cumulative Buildup Basket or amounts available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted InvestmentsInvestments or one or more clauses of Section 4.08(b), as determined by the BorrowerIssuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower Board of Directors of Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if (i) that redesignation would not cause an Event a Default and (ii) all Liens and Indebtedness of Default. such Unrestricted Subsidiary outstanding immediately after such redesignation would, if incurred at such time, have been permitted to be incurred (band shall be deemed to have been incurred) under this Indenture. Any such designation or redesignation shall be evidenced by filing with the Trustee a certified copy of a Subsidiary resolution of the Borrower as an Unrestricted Subsidiary will be evidenced Board of Directors of Parent giving effect to the Administrative Agent by such designation or redesignation and an Officer’s Certificate certifying that such designation complies or redesignation complied with the preceding conditions and was permitted by Section 7.064.08. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower As long as no Default (other than a Reporting Default) or Event of Default has occurred and is continuing, the Board of Directors of the General Partner may designate any newly-formed Subsidiary of the Company or any Subsidiary of the Company acquired after the Issue Date pursuant to an Acquisition permitted under the provisions governing Restricted Subsidiary Payments and Permitted Investments to be an Unrestricted Subsidiary if if, in either case, that designation would not cause an Event a Default. Any such designation shall be made on or promptly after the date such Subsidiary becomes a Subsidiary of Defaultthe Company (and, in any case, within 30 days of the formation or acquisition thereof). 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 Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will will, to the extent not constituting a “Permitted Investment” under clause (5) of the definition thereof, be deemed to be either an Investment made as of the time of the designation and that will reduce the amount available for Restricted Payments pursuant to under Section 7.06 4.07(a) or represent and will reduce the amount available for Permitted Investments under one or more clauses clause (10) of the definition of Permitted Investments, thereof as determined by the BorrowerCompany. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation The Board of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary 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, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.09, 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Holdingsthe Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the BorrowerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Notwithstanding the foregoing, no Subsidiary designated an Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Defaultshall own any Material Intellectual Property. (b) Any designation of a Subsidiary of the Borrower Company as an Unrestricted Subsidiary will be evidenced to the Administrative Agent Agents by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v7.03(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower Company shall be evidenced to the Administrative Agent Agents by an Officer’s Certificate certifying that such designation complies with the preceding conditionconditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Company and its Restricted Subsidiaries in the such Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under Section 7.06 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the BorrowerCompany; provided that the amount of any Restricted Payment resulting from the designation of a Development Subsidiary as an Unrestricted Subsidiary shall be equal to the sum of (a) the book value as of September 30, 2006 of the real property held by the Company or any of its Restricted Subsidiaries on the date of this Indenture and held by or contributed to such Subsidiary at the time of such designation and (b) the fair market value of all other Investments made by the Company and its Restricted Subsidiaries in such Subsidiary at the time of such Investments, net of any dividend or any other payment or distribution to the Company or any of its Restricted Subsidiaries at the time of or in connection with such designation (provided that any such dividends, other payments or distributions applied in such calculation pursuant to this clause (b) shall be excluded from clauses (3)(C) and (3)(E) of Section 4.07 hereof). That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower Board of Directors may redesignate re-designate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation the re-designation would not cause an Event of a Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an a Default or Event of Default; provided that in no event may the business currently operated by the Company 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 Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under Section 7.06 3.9(a) hereof or under one or more clauses of the definition of Permitted Investments, as determined by the BorrowerCompany. That designation will may only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower Board of Directors of the Company may designate or redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that the designation or redesignation would not cause an a Default or Event of Default. (b) Any designation of a Subsidiary of the Borrower as . If an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be is designated as a Restricted Subsidiary; provided that , the aggregate principal amount of all outstanding Indebtedness of such designation will be deemed to Unrestricted Subsidiary shall be an incurrence of Indebtedness by a Restricted Subsidiary as of any outstanding Indebtedness the date of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under which must comply with Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition3.10 hereof.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if in accordance with the definition of “Unrestricted Subsidiary”; provided that designation would not cause an (i) immediately before and after giving effect to such designation, no Event of Default. If a Restricted Default shall have occurred and be continuing, (ii) the Borrower shall be in pro forma compliance with the financial covenant set forth in Section 7.11 (whether or not such covenant is applicable at such time in accordance with its terms), and (iii) no Subsidiary is may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” as defined in any of the Senior Notes; provided that (x) solely with respect to the Designated Subsidiaries the foregoing clause (iii) shall not apply for a period commencing on the date the Designated Subsidiaries are designated as “Restricted Subsidiaries” as defined in any of the Senior Notes and ending on the date that is 30 days thereafter, and (y) the aggregate fair market value Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to make a written list of all Designated Subsidiaries available to Lenders on the “Private Side Information” portion of the Platform. All outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be treated as an Investment by the Borrower or such Restricted Subsidiary, as applicable, made as of at the time of the designation and designation. The amount of all such outstanding Investments will reduce be the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses aggregate fair market value of such Investments at the time of the definition of Permitted Investments, as determined by the Borrowerdesignation. That The designation will only not be permitted if the such Investment would not be permitted under Section 7.02 at that time and if the such Restricted Subsidiary does not otherwise meets meet the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will shall be evidenced to the Administrative Agent by an Officer’s Certificate delivering to the Administrative Agent a certified copy of the board resolution of the Borrower giving effect to such designation and a certificate signed by a Responsible Officer of the Borrower certifying that such designation complies complied with the preceding foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by this Section 7.06. 6.17, provided, however, (ci) no Subsidiary may be designated as an Unrestricted Subsidiary if such designated Unrestricted Subsidiary will own any IP Rights and the failure of the Borrower or any of its Restricted Subsidiaries to own such IP Rights could reasonably be expected to have a Material Adverse Effect and (ii) neither the Borrower nor any of its Restricted Subsidiaries shall be permitted to contribute any IP Rights to an Unrestricted Subsidiary if (x) the failure by the Borrower or any of its Restricted Subsidiaries to own such IP Rights could reasonably be expected to have a Material Adverse Effect or (y) after giving effect to such contribution the Borrower would not be in pro forma compliance with the covenant set forth in Section 7.11 whether or not such covenant is applicable at such time in accordance with its terms. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements of an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and (1) any Indebtedness of such Subsidiary, (2) any Liens of such Subsidiary and (3) any Investments of such Subsidiary, in each case shall be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Liens, Investments, or Indebtedness are not permitted to be incurred as of such date under Section 7.01, Section 7.02 or Section 7.03, as applicable, the Borrower shall be in default of such Section 7.01, Section 7.02 or Section 7.03, as applicable. The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will 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 Borrower of any outstanding Indebtedness Indebtedness, Liens and Investments of such Unrestricted Subsidiary, Subsidiary and such designation will shall only be permitted if (1) such Liens are permitted under Section 7.01, such Investments are permitted under Section 7.02, and such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period7.03; and (2) no Default or Event of Default would shall have occurred and be continuing; and provided further, however, if any such Subsidiaries are Designated Subsidiaries, then the foregoing proviso shall not apply to any such Designated Subsidiaries and, notwithstanding anything contained herein or in existence the other Loan Documents to the contrary, such Designated Subsidiaries shall not be subject to the terms and provisions of this Agreement (including, without limitation, Section 6.11 and Section 6.15) and the other Loan Documents during the period commencing on the date the Designated Subsidiaries are designated as “Restricted Subsidiaries” hereunder and ending on the date that is 30 days thereafter, and on such thirtieth day any such Designated Subsidiary that is a Restricted Subsidiary at such time shall be deemed, for purposes of Sections 7.01, 7.02 and 7.03, to have incurred all Liens, Investments, and Indebtedness of such Designated Subsidiary then outstanding. The following such designationentities have previously been designated as Unrestricted Subsidiaries under this Agreement and remain Unrestricted Subsidiaries as of the Closing Date: ▇▇▇ ▇▇▇▇▇▇ Food & Provisions, Inc., a Missouri corporation, Active Nutrition International GmbH, a German entity, Agricore United Holdings Inc., a Delaware corporation, American Blanching Company, a Georgia corporation, Attune Foods, LLC, a Delaware limited liability company, BellRing Brands, Inc., a Delaware corporation, BellRing Brands, LLC, a Delaware limited liability company, Dakota Growers Pasta Company, Inc., a North Dakota corporation, DNA Dreamfields Company, LLC, an Ohio limited liability company, Dymatize Enterprises, LLC, a Delaware limited liability company, GB Acquisition USA, Inc., a Washington corporation, Golden Acquisition Sub, LLC, a Delaware limited liability company, Golden Boy Nut Corporation, a Delaware corporation, Golden Nut Company (USA) Inc., a Washington corporation, Nuts Distributor of America Inc., a Washington corporation, Premier Nutrition Company, LLC, a Delaware limited liability company, Primo Piatto, Inc., a Minnesota corporation, Golden Boy Foods Ltd., a British Columbia corporation, PHI Acquisition GP ULC, a British Columbia unlimited liability company, PHI Acquisition LP ULC, a British Columbia unlimited liability company, PHI Acquisition Limited Partnership, a British Columbia limited partnership, Supreme Protein, LLC, a Delaware limited liability company, TA/DEI-A Acquisition Corp., a Delaware corporation, and any direct or indirect now or hereafter created or acquired Subsidiary of any of the foregoing. Any such designation by The foregoing sentence does not prohibit or limit in any respect the ability of the Borrower shall be evidenced to designate any of the foregoing Persons as Restricted Subsidiaries and thereafter re-designate any or all of such Persons as Unrestricted Subsidiaries, in each case, subject to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditionterms and conditions of this Section 6.17.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary of the Company (other than a Restricted Subsidiary owning Collateral) to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under Section 7.06 4.07(a) hereof or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation The Board of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary 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 SubsidiarySubsidiary 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 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), 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; , (2) such Lien is permitted under Section 4.12 and (23) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Holdings and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Notwithstanding the foregoing, no Subsidiary designated an Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Defaultshall own any Material Intellectual Property. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent Agents by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v7.03(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent Agents by an Officer’s Certificate certifying that such designation complies with the preceding conditionconditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of Ventas, Inc. may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of Defaulta Default under the Indenture. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments investments owned by the Borrower Ventas, Inc. and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under Section 7.06 4.09 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. Ventas, Inc. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower Board of Directors of Ventas, Inc. may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided provided, however, that such designation will be deemed to be an incurrence of Indebtedness Debt by a Restricted Subsidiary of Ventas, Inc. of any outstanding Indebtedness Debt of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1) such Indebtedness Debt is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), 4.11 and 4.12 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 under the Indenture following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of Parent Guarantor may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that the designation would not cause an a Default or Event of Default. If For purposes of making the determination as to whether the designation would cause a Restricted Subsidiary is designated as an Unrestricted SubsidiaryDefault or Event of Default, the aggregate fair market value of all outstanding Investments owned by Parent Guarantor and the Borrower and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated as an Unrestricted Subsidiary will shall be deemed to be an Investment made as of Restricted Payments at the time of the designation and will shall reduce the amount available for Restricted Payments pursuant in an amount equal to Section 7.06 or under one or more clauses the greatest of (a) the net book value of the definition Investments at the time of Permitted Investmentsthe designation, as determined by (b) the Borrowerfair market value of the Investments at the time of the designation and (c) the original fair market value of the Investments at the time they were made. That The designation will shall only be permitted if the Investment Restricted Payment would be permitted at that the time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Restricted Subsidiary of the Borrower as to be an Unrestricted Subsidiary will by Parent Guarantor’s Board of Directors shall be evidenced to the Administrative Agent Trustee by filing with the Trustee a certified copy of the resolution of Parent Guarantor’s Board of Directors giving effect to the designation and an Officer’s Certificate certifying that such the designation complies complied with the preceding conditions and was permitted by Section 7.06foregoing conditions. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of Holdings may designate any Restricted Subsidiary of Holdings (other than the Borrowers) to be an Unrestricted Subsidiary if that designation would not cause an a Default or Event of DefaultDefault and the other requirements for such designation prescribed in the definition of “Unrestricted Subsidiary” are satisfied. If a Restricted Subsidiary of Holdings is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Holdings and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under the first paragraph of Section 7.06 6.01 or under one or more clauses of the definition of represent Permitted Investments, as determined by the BorrowerHoldings. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation Directors of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Holdings may at any time designate any Unrestricted Subsidiary of Holdings to be a Restricted Subsidiary; Subsidiary of Holdings, provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Holdings of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))6.03, 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 (other than a Reporting Default) or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Lead Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. . (b) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under Section 7.06 6.2.3 or under one or more clauses of the definition of “Permitted Investments, ,” as determined by the Lead Borrower. That The designation of a Restricted Subsidiary as an Unrestricted Subsidiary will only be permitted if the deemed Investment resulting from such designation would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. . (c) The Lead Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of a Default. (bd) Any designation of a Subsidiary of the Borrower Company as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by providing the Administrative Agent a copy of a resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 7.066.2.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 6.2.1, the Borrowers will be in default of such Section 6.2. (c) 1. The Board of Directors of the Lead Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if 97 (1i) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))6.2.1, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default; provided that in no event shall there be any Unrestricted Subsidiaries on or immediately following the Closing Date. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted (after giving effect to any sale of Equity Interests of such Subsidiary in connection with such designation) will be deemed to be an Investment made as of the time of the such designation and will either reduce the amount available for Restricted Payments pursuant to under Section 7.06 6.07(a) or reduce the amount available for future Investments under one or more clauses of the definition of "Permitted Investments, as determined by the Borrower. ." That designation will shall only be permitted if the such Investment would be permitted at that time and if the such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))6.06, 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation the Subsidiary meets or would not cause meet the definition of an Event of Default“Unrestricted Subsidiary” and if no Default shall occur immediately after giving effect to such designation. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time date of the designation and will reduce the amount available for Restricted Payments pursuant to under paragraphs (a) or (b) of Section 7.06 4.07 (“Restricted Payments”) or under one or more clauses of the definition of Permitted Investments, as determined by the BorrowerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. . (b) The Borrower Board of Directors of the Company may redesignate designate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation if, immediately after giving effect to such designation, a Default would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiaryoccur; 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, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 4.08 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose “Incurrence of such clause (v)Indebtedness and Issuance of Preferred Stock”), 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (ai) The Borrower Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Triggering Event; provided that in no event shall the business currently operated by the Company be transferred to or held by an Event of DefaultUnrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will shall be deemed to be an Investment made as of the time of the designation and will shall reduce the amount available for Restricted Payments pursuant to under Article V, Section 7.06 or 4(a)(i) (under one or more clauses of the definition of Permitted Investments, as determined by the Borrowerheading "Restricted Payments"). That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (cii) The Borrower Board of Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (1) such designation will 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 will only be permitted if (12) such Indebtedness is permitted under Article V, Section 7.03 4(b) (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for under the purpose heading "Incurrence of such clause (v)Indebt-edness and Issuance of Preferred Stock"), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and (23) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced . (iii) The provisions of this Article V, Section 4(g) ("Designation of Restricted and Unrestricted Subsidiaries") are subject to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditionprovisions of Article V, Section 5 ("Suspension of Certain Triggering Events").

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Company and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted Subsidiary will be deemed to be an Investment constituting a Restricted Payment made as of the time of such designation. All such outstanding Investments will be valued at the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses fair market value of the definition Company’s proportionate interest in the net worth of Permitted Investments, as determined by such Subsidiary at the Borrowertime of such designation calculated in accordance with GAAP. That designation will only be permitted if the Investment such Restricted Payment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiarytime. The Borrower Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that the redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions Default and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding all Liens and Indebtedness of such Unrestricted SubsidiarySubsidiary outstanding immediately after such redesignation would, and if incurred at such designation will only time, have been permitted to be permitted if incurred for all purposes of the Indenture. Neither the Company nor any Restricted Subsidiary shall at any time: (1) such provide credit support for or Guarantee any Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and any Unrestricted Subsidiary; (2) no Default be directly or Event indirectly liable for any Indebtedness of Default would any Unrestricted Subsidiary; or (3) be in existence following such designation. Any such designation by directly or indirectly liable for any Indebtedness which provides that the Borrower shall holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be evidenced accelerated or payable prior to its final scheduled maturity upon the Administrative Agent by an Officer’s Certificate certifying that such designation complies occurrence of a default with the preceding conditionrespect to any Indebtedness of any Unrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default; provided that in no -65- event shall there be any Unrestricted Subsidiaries on or immediately following the Issue Date. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Issuer and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted (after giving effect to any sale of Equity Interests of such Subsidiary in connection with such designation) will be deemed to be an Investment made as of the time of the such designation and will either reduce the amount available for Restricted Payments pursuant to under Section 7.06 4.11(a) or reduce the amount available for future Investments under one or more clauses of the definition of "Permitted Investments, as determined by the Borrower. ." That designation will shall only be permitted if the such Investment would be permitted at that time and if the such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.10, 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if (1) that designation would not cause a Default or an Event of DefaultDefault and (2) the Company is permitted to make the Investment described in the next sentence. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Company and its Restricted Subsidiaries in the Subsidiary (and its Subsidiaries) so designated as an Unrestricted Subsidiary will shall be deemed to be an Investment made as of the time of the designation and will shall reduce the amount available for Restricted Payments pursuant to under paragraph (a) of Section 7.06 4.04 hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted SubsidiaryCompany. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a such Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.05 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. Any such designation by the Borrower shall of an Unrestricted Subsidiary as a Restricted Subsidiary will be evidenced to the Administrative Agent 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 complies with was permitted by this Section 4.09. The Trustee may conclusively rely on the preceding conditionOfficers' Certificate delivered to it pursuant hereto and shall have no duty to verify or confirm the accuracy of any information contained therein.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of Holdings may designate any Restricted Subsidiary of Holdings to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Holdings and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under Section 7.06 4.08 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the BorrowerHoldings. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower Holdings as an Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of Holdings giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 7.06. (c) 4.08 hereof. The Borrower Board of Directors of Holdings may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Holdings of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.10 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary if that designation would not cause an Event of Default. If a Restricted unless such Subsidiary is designated as an Unrestricted Subsidiaryowns any Capital Stock of, or owns or holds any Lien on any property of, the aggregate fair market Company or any Restricted Subsidiary; PROVIDED that: (i) the value of all outstanding Investments owned by the Borrower Company and its Restricted Subsidiaries in the Restricted Subsidiary being so designated as an Unrestricted Subsidiary will be deemed to be an Investment made by the Company or such Restricted Subsidiary as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That designation will only be permitted if such designation; (ii) the Investment referred to in clause (i) of this Section 4.12 would be permitted at that time under Section 4.08 hereof; and if the (iii) such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if PROVIDED that: (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2i) no Default or Event of Default would shall have occurred and be in existence following continuing at the time of or 34 after giving effect to such designationdesignation and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such designation would, if incurred at such time, have been permitted to be Incurred (and shall be deemed to have been Incurred) for all purposes of the Indenture. Any such designation by the Borrower Board of Directors shall be evidenced to the Administrative Agent Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors giving effect to such designation and an Officer’s Officers' Certificate certifying that such designation complies complied with the preceding conditionforegoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of Playboy may designate any Restricted Subsidiary to be of Playboy as an Unrestricted Subsidiary if that designation would not cause a Default or an Event of Default; provided that in no event shall (a) the business currently operated by any Playboy.com Entity be transferred to or held by an Unrestricted ▇▇▇▇▇▇▇▇▇▇, (b) Borrower be designated as an Unrestricted Subsidiary or (c) any Restricted Subsidiary in existence -43- on the Closing Date be designated as an Unrestricted Subsidiary, other than a Restricted Subsidiary that is being merged, consolidated, dissolved, liquidated or wound up, or is selling all of its assets, in each case as permitted pursuant to Section 7.04. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower Playboy and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the such designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That that designation will only be permitted if the such Investment would be permitted at that time and if the such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation Directors of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Playboy may at any time designate any Unrestricted Subsidiary to be as a Restricted SubsidiarySubsidiary of Playboy; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Playboy of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will shall only be permitted if (1i) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))7.03, calculated on a pro forma proforma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and (2ii) no Default or Event of Default would have occurred and be in existence continuing following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower HoldCo 3'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 if that designation would not cause an Event of a Default. If a any of HoldCo 3's Restricted Subsidiary Subsidiaries is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower HoldCo 3 and its Restricted Subsidiaries in the Subsidiary newly designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the that designation and will either reduce the amount available for Restricted Payments pursuant to under Section 7.06 4.10(a) or Section 4.10(b) or reduce the amount available for future Investments under one or more clauses of the definition of "Permitted Investments, ," as determined by the BorrowerHoldCo 3 determines in its sole discretion. That The designation of such a Subsidiary or Person as an "Unrestricted Subsidiary" will only be permitted if if, in the case of a Restricted Subsidiary, the deemed Investment would be permitted at that the time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower is designated as an Unrestricted Subsidiary will be evidenced to and, in any case, if that Subsidiary or Person otherwise satisfies the Administrative Agent by an Officer’s Certificate certifying that such designation complies with requirements set forth in the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence definition of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such "Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition."

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Company may designate any Restricted Subsidiary, including a newly acquired or created Subsidiary (other than the Co-Issuer), to be an Unrestricted Subsidiary if that it meets the following qualifications and the designation would not cause an Event a Default. (1) Such Subsidiary does not own any Capital Stock of Default. If a the Company or any Restricted Subsidiary or hold any Debt of, or any Lien on any property of, the Company or any Restricted Subsidiary. (2) At the time of the designation, the designation would be permitted under Section 4.07. (3) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Company or any Restricted Subsidiary is permitted under Section 4.06 and Section 4.07. (4) The Subsidiary is not party to any transaction or arrangement with the Company or any Restricted Subsidiary that would not be permitted under Section 4.13 after giving effect to the exceptions thereto. (5) Neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results, except to the extent permitted by Section 4.06 and Section 4.07. Once so designated as the Subsidiary will remain an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the subject to paragraph (b). (1) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in paragraph (a) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That designation will only be permitted if the Investment would be permitted become at that time and if a Restricted Subsidiary, subject to the Restricted Subsidiary otherwise meets the definition consequences set forth in paragraph (d). (2) The Board of Directors may designate an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation the designation would not cause an Event of a Default. (bc) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (1) all existing Investments of the Company and the Restricted Subsidiaries therein (valued at the Company’s proportional share of the fair market value of its assets less liabilities) will be deemed made at that time; (2) all existing Capital Stock or Debt of the Company or a Restricted Subsidiary held by it will be deemed Incurred at that time, and all Liens on property of the Company or a Restricted Subsidiary held by it will be deemed incurred at that time; (3) all existing transactions between it and the Company or any Restricted Subsidiary will be deemed entered into at that time; (4) it shall be released at that time from its Note Guaranty, if any; and (5) it will cease to be subject to the provisions of this Indenture as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary, (1) all of its Debt and Disqualified Stock or Preferred Stock will be deemed Incurred at that time for purposes of Section 4.06, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.12; (2) Investments therein previously charged under Section 4.07 will be credited thereunder; (3) it may be required to issue a Note Guaranty pursuant to Section 4.10; and (4) it will thenceforward be subject to the provisions of this Indenture as a Restricted Subsidiary. (e) Any designation by the Company of a Subsidiary of the Borrower as an a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee and the Securities Administrator by promptly filing with the Trustee and the Securities Administrator a copy of the Board Resolution giving effect to the designation and an Officer’s Certificate certifying that such the designation complies complied with the preceding conditions and was permitted by Section 7.06foregoing provisions. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrowerdesignation. That designation will only be permitted if the Investment would be permitted at that time under Section 4.07 and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary. .” The Borrower Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of a Default. (b) . Any designation of a Subsidiary of the Borrower Company as an Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 7.06. (c) conditions. The Borrower 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 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 will only be permitted only if (1a) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; period and (2b) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Restricted Subsidiary of the Borrower to be an Unrestricted Subsidiary if: (a) the Subsidiary to be so designated does not own any Capital Stock or Indebtedness of, or own or hold any Lien on any Property of, the Borrower or any other Restricted Subsidiary, and (b) any of the following: (1) the Subsidiary to be so designated has total assets of $1,000 or less, (2) if that the Subsidiary has consolidated assets greater than $1,000, then the designation would not cause an Event be permitted under Section 7.02, or (3) the designation is effective immediately upon the entity becoming a Subsidiary of Defaultthe Borrower. If a Restricted Subsidiary is Unless so designated as an Unrestricted Subsidiary, the aggregate fair market value any Person that becomes a Subsidiary of all outstanding Investments owned by the Borrower and its will be classified as a Restricted Subsidiaries in Subsidiary; provided that the Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary will be deemed to be an Investment made as if either of the time requirements set forth in clauses (x) and (y) of the designation and second immediately following paragraph will reduce not be satisfied after giving pro forma effect to the amount available for Restricted Payments pursuant to Section 7.06 classification or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Person is a Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Except as provided in the first sentence of the preceding paragraph, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition, neither the Borrower nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary in existence and classified as an Unrestricted Subsidiary at the time the Borrower or the Restricted Subsidiary is liable for that Indebtedness (including any right to take enforcement action against that Unrestricted Subsidiary). The Borrower Board of Directors may redesignate designate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced if, immediately after giving pro forma effect to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. 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 Borrower Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to under the first paragraph of Section 7.06 4.07 or under one or more clauses of the definition of represent Permitted Investments, as determined by the Borrower. That Company; provided that any designation of a Restricted Subsidiary as an Unrestricted Subsidiary will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event Board of Default. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 7.06. (c) The Borrower Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; 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, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))4.09, 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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause an Event of a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Borrower Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to Section 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrowerdesignation. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary designated as an Unrestricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. (b) Any designation of a Subsidiary of the Borrower Company as an Unrestricted Subsidiary will be evidenced to the Administrative Agent 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 Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 7.06. (c) 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, the Company will be in default of such provisions in this Indenture. The Borrower 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 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 will only be permitted if (1) such Indebtedness is permitted under Section 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v))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. Any such designation by the Borrower shall be evidenced to the Administrative Agent by an Officer’s Certificate certifying that such designation complies with the preceding condition.