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

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by 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. That designation will 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.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parent; provided that such designation will be permitted only if no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Company may designate any Restricted Subsidiary of it (other than the Borrower) Company to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the 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 designationdesignation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation will shall only be permitted only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parentthe 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 only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Company may designate any Restricted Subsidiary of it (other than the Borrower) Company to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the 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 designationdesignation and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 hereof or represent Permitted Investments, as determined by the Company. That designation will shall only be permitted only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parentthe 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 only if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Company may designate any Restricted Subsidiary of it (other than the Borrower) Company to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the 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 designationdesignation and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation will shall only be permitted only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary of the Company to be a Restricted Subsidiary of Parentthe 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 only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent may designate any Restricted Subsidiary The board of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Parent and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as directors of the time of the designation. That designation will 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.” Parent Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of ParentSubsidiary; provided that such designation will be permitted only if no Default or Event of Default would shall have occurred and be in existence following continuing immediately prior to or after giving effect to such designation. (cb) In connection with The board of directors of the designation of Borrower may designate any Class I or Class II Restricted Subsidiary to be an Unrestricted Subsidiary as provided if such designation complies with paragraph (a) of the definition of the term “Unrestricted Subsidiary” in Section 5.05(a)1.1. (c) If, at any time, any Unrestricted Subsidiary fails to comply with the definition of “Unrestricted Subsidiary” or is redesignated by the board of directors of the Borrower as a Restricted Subsidiary (i) it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and shall be a Restricted Subsidiary, (xii) any Indebtedness of such designated Unrestricted Subsidiary shall be released from its Guarantee deemed to be incurred by a Restricted Subsidiary of the Obligations Borrower as of such date and (yiii) any Liens on Investments in such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be releaseddeemed to be Investments in a Restricted Subsidiary of the Borrower as of such date.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of OI Group may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Parent OI Group and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted Subsidiary will shall be deemed to be an a Restricted Investment made as of the time of the designation. That such designation will and that designation shall only be permitted only if the such Investment would be permitted at that time under Section 6.01 and if the such Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of OI Group may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of ParentSubsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted only if (1) such Indebtedness is permitted pursuant to Section 4.13, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would shall be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Company may designate any Restricted Subsidiary of it (other than the Borrower) Company to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the 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 designationdesignation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation will shall only be permitted only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parent; 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 and such designation will only be permitted only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of Ventas, Inc. may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Parent 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. designation and will reduce the amount available for Restricted Payments under Section 4.07 or Permitted Investments, as determined by Ventas, Inc. 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.” Parent . The Board of Directors of Ventas, Inc. may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of ParentSubsidiary; provided provided, however that such designation will be deemed to be an incurrence of Debt by a Restricted Subsidiary of Ventas, Inc. of any outstanding Debt of such Unrestricted Subsidiary and such designation will only be permitted only if (1) such Debt is permitted under Section 4.09 and 4.10 calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Company may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation no Default or Event of Default would not cause a Defaultbe in existence following such designation. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Parent the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designationdesignation and will reduce the amount available for Restricted Payments under Section 4.07 of this Indenture or under one or more clauses of the definition of Permitted Investments, as determined by the Company. 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.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parentthe 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 only if (a) such Indebtedness is permitted under Section 4.09 of this Indenture and (b) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Company may designate any Restricted Subsidiary of it (other than the Borrower) Company to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the 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 designationdesignation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation will shall only be permitted only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parentthe 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 only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Managing General Partner may designate any Restricted Subsidiary of it (other than the Borrower) Company to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the 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 designationdesignation and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation will shall only be permitted only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the Managing General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parentthe 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 only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Company may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of 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 Parent the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will shall be deemed to be an Investment Investments made as of the time of the designation, subject to the limitations on Restricted Payments. 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.” Parent . The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that the redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parent; 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 and such designation shall only be permitted only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of OI Group may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the businesses currently operated by the Company and OBGC 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 Parent OI Group and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted Subsidiary will shall be deemed to be an a Restricted Investment made as of the time of the designation. That such designation will and that designation shall only be permitted only if the such Investment would be permitted at that time under Section 6.01 and if the such Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of OI Group may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of ParentSubsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted only if (1) such Indebtedness is permitted pursuant to Section 4.13, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would shall be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Parent 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 designationdesignation and, to the extent not otherwise permitted by the second paragraph under “Restricted Payments” above or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower, will reduce the amount available for Restricted Payments as described under “Restricted Payments” above. 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.” Parent . The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary to be . If a Restricted Subsidiary of Parent; provided that such designation will be permitted only if no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of is a Subsidiary Guarantor is designated an Unrestricted Subsidiary as provided in Section 5.05(a)accordance with the terms of this covenant, (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall will be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Company's Board of Directors may designate any Restricted of its Subsidiaries, including any newly formed Subsidiary or any Person that will become a Subsidiary by way of it (other than the Borrower) acquisition, to be an Unrestricted Subsidiary if that designation would not cause a Default. If a any of the Company's Restricted Subsidiary Subsidiaries is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by Parent the 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 that designation and will either reduce the designationamount available for Restricted Payments under Section 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 the Company determines in its sole discretion. That The designation of such a Subsidiary or Person as an "Unrestricted Subsidiary" will only be permitted only if if, in the case of a Restricted Subsidiary, the deemed Investment would be permitted at that the time under Section 6.01 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.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parent; provided that such designation will be permitted only if no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released."

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent may designate any Restricted Subsidiary of it (other than the Borrowerany Borrower or SPV Party) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by 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. That designation will 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.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parent; provided that such designation will be permitted only if no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a5.06(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Issuer may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall there be any Unrestricted Subsidiaries on or immediately following the date of this Indenture. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by Parent the 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 designation. That such designation and such designation will be permitted only if the Investment would be permitted at that time under by Section 6.01 and if 4.11 hereof. The Board of Directors of the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of ParentSubsidiary; 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 and such designation shall only be permitted only if (1) such Indebtedness is permitted under Section 4.10, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Company may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Parent the Company and its the Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will shall be deemed to be an Investment Investments made as of the time of the designation, subject to the limitations on Restricted Payments. 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.” Parent . The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that the redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parent; 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 and such designation shall only be permitted only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Parent may designate any Restricted Subsidiary of it (other than the Borrower) Parent to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Parent is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by the 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 designationdesignation that will reduce the amount available for Restricted Payments under the first paragraph of Section 5.07 or represent Permitted Investments, as determined by the Parent. That designation will shall only be permitted only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) . The Board of Directors of the Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary 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 and such designation will only be permitted only if (1) such Indebtedness is permitted under Section 5.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Company may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of 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 Parent the Company and its the Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will shall be deemed to be an Investment Investments made as of the time of the designation, subject to the limitations on Restricted Payments. 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.” Parent . The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that the redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parent; 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 and such designation shall only be permitted only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Company may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of 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 Parent the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will shall be deemed to be an Investment Investments made as of the time of the designation, subject to the limitations on Restricted Payments. That designation will shall 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.” Parent . The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that the redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary ; provided, that, such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Parent; provided that the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will shall only be permitted only if (1) such Indebtedness is permitted under Section 10.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Parent may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Parent 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 designationdesignation and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.11 or under one or more clauses of the definition of “Permitted Investments,” as determined by the Parent. 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 definition of “Unrestricted Subsidiary.” requires that all Debt of an Unrestricted Subsidiary, whether in existence at the time of designation as an Unrestricted Subsidiary, or Incurred thereafter, be Non-Recourse Debt. The Board of Directors of the Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that the redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parent; provided that such designation will be permitted only if no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the General Partner may designate any Restricted Subsidiary of it (other than the Borrower) Company to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the 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 designationdesignation and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation will shall only be permitted only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parentthe 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 only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the Company and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted Subsidiary will be deemed to be an a Restricted Investment made as of the time of the designation. That such designation and that designation will only be permitted only if the such Investment would be permitted at that time under Section 6.01 and if the such Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of ParentSubsidiary; 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 and such designation shall only be permitted only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Company may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of 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 Parent the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will shall be deemed to be an Investment Investments made as of the time of the designation, subject to the limitations on Restricted Payments. 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.” Parent . The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that the redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary ; provided, that, such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Parent; provided that the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will shall only be permitted only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Parent may designate any Restricted Subsidiary of it (other than the Borrower) Parent to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Parent is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by the 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 designationdesignation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Parent. That designation will shall only be permitted only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) . The Board of Directors of the Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary 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 and such designation will only be permitted only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of the Company may designate any Restricted Subsidiary of it (other than the Borrower) Company to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the 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 designationdesignation and will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation will shall only be permitted only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted ; provided, however, that such covenant need not be complied with if the Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent so designated has total assets of $1,000 or less. The Board of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary if (1) all Indebtedness, Liens and Investments of Parent; provided that such Subsidiary outstanding or in existence immediately following such designation will would, if incurred or made at such time by a Restricted Subsidiary of the Company, have been permitted to be permitted only if incurred or made for all purposes of this Indenture and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Parent may designate any Restricted Subsidiary of it the Parent (other than the BorrowerCompany) to be an Unrestricted Subsidiary if that designation would not cause 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 Parent 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 designationdesignation and will reduce the amount available for Restricted Payments under Section 4.07(a) hereof or represent Permitted Investments, as determined by the Parent. 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 so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) The Board of Directors of the Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary 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 and such designation will only be permitted only if (1) such Indebtedness is permitted under Section 4.09 hereof calculated on a pro-forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the businesses currently operated by each of NPC and SPPC be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by Parent the 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 designationdesignation and shall reduce the amount available for Restricted Payments under the first paragraph of Section 4.07. That designation will shall 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.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of ParentSubsidiary; 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 and such designation shall only be permitted only if (1) such Indebtedness is permitted under Section 4.09 calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Company may designate any Restricted Subsidiary of it (other than the Borrower) Company to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the 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 designationdesignation and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation will shall only be permitted only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parentthe 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 only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that at the time of and after giving effect to such designation would not cause a Defaultno Default or Event of Default shall have occurred or be continuing. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by Parent of the Company 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 such designation and will either (i) reduce the designationamount available for Restricted Payments under Section 4.07 hereof, (ii) reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine, or (iii) a combination of the foregoing. That designation will only be permitted only if the Investment would be permitted at that time under Section 6.01 4.07(i) and (ii) hereof and if the such Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” Parent . Subject to the last paragraph of the definition of "Unrestricted Subsidiaries," the Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent may at any the time designate any Unrestricted Subsidiary of and after giving effect to be a Restricted Subsidiary of Parent; provided that such designation will be permitted only if redesignation, no Default or Event of Default would shall have occurred or be in existence following such designationcontinuing. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Issuer may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no 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 fair market value of all outstanding Investments owned by Parent the 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 designation. That such designation and such designation will be permitted only if the Investment would be permitted at that time under by Section 6.01 and if 4.11 hereof. The Board of Directors of the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of ParentSubsidiary; 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 and such designation shall only be permitted only if (1) such Indebtedness is permitted under Section 4.10, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the Company and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted Subsidiary will be deemed to be an a Restricted Investment made as of the time of the designation. That such designation and that designation will only be permitted only if the such Investment would be permitted at that time under Section 6.01 and if the such Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of ParentSubsidiary; 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 and such designation shall only be permitted only if: (1) such Indebtedness is permitted under Section 4.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent may designate any Restricted Subsidiary of it (other than the Borrower) 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 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. 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.” . 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 Parent as an Unrestricted Subsidiary will be evidenced by delivery to Administrative Agent by Parent of an Officer’s Certificate certifying that such designation complies with the preceding conditions. (c) Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary 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 only if no Default or Event of Default would be in existence following such designation. (c) In connection . Any such designation by Parent shall be evidenced by delivery to Administrative Agent by Parent of an Officer’s Certificate certifying that such designation complies with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be releasedpreceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Parent may designate any Restricted Subsidiary of it (other than the Borrower) Parent to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Parent is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by the Parent and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be either (i) an Investment made as of the time of the designationdesignation that will reduce the amount available for Restricted Payments under Section 4.07(a) or (ii) Permitted Investments, as determined by the Parent. 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 so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) . The Board of Directors of the Parent may at any time designate any Unrestricted Subsidiary of the Parent to be a Restricted Subsidiary of Parent; Subsidiary, 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 and such designation will only be permitted only if (1) the incurrence of such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the General Partner may designate any Restricted Subsidiary of it (other than the Borrower) Company to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the 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 designationdesignation and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation will shall only be permitted only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parentthe 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 only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Parent may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Parent 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 designationdesignation and subject to Section 4.11 or under one or more clauses of the definition of “Permitted Investments,” as determined by the Parent. 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 definition of “Unrestricted Subsidiary.” requires that all Debt of an Unrestricted Subsidiary, whether in existence at the time of designation as an Unrestricted Subsidiary, or Incurred thereafter, be Non-Recourse Debt. The Board of Directors of the Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that the redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parent; provided that such designation will be permitted only if no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that at the time of and after giving effect to such designation would not cause a Defaultno Default or Event of Default shall have occurred or be continuing. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by Parent of the Company 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 such designation and will either (i) reduce the designationamount available for Restricted Payments under Section 4.07 hereof, (ii) reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine, or (iii) a combination of the foregoing. That designation will only be permitted only if the Investment would be permitted at that time under Section 6.01 4.07 hereof and if the such Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” Parent . Subject to the last paragraph of the definition of "Unrestricted Subsidiaries," the Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent may at any the time designate any Unrestricted Subsidiary of and after giving effect to be a Restricted Subsidiary of Parent; provided that such designation will be permitted only if redesignation, no Default or Event of Default would shall have occurred or be in existence following such designationcontinuing. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Issuer may designate any Restricted Subsidiary of it (other than than, so long as the BorrowerJunior Priority Notes remain outstanding, 1839688 Alberta ULC) to be an Unrestricted Subsidiary if that designation des- ignation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value ag- gregate fair market value of all outstanding Investments owned by Parent the 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 designationdesignation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted only per- mitted if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary otherwise meets the definition defini- tion of an “Unrestricted Subsidiary.” Parent . The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary Subsidi- ary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent may at any time designate any Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to be the Trustee by filing with the Trustee a Restricted Subsidiary Board Resolution of Parent; provided the Issuer giving effect to such designation and an Of- ficer’s Certificate certifying that such designation will be permitted only if no Default or Event of Default would be in existence following such designation. (c) In connection complies with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations preceding conditions and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be releasedwas permitted by Sec- tion 3.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Company may designate any Restricted Subsidiary of it (other than the Borrower) Company to be an Unrestricted Subsidiary (other than MSG and Mobile Services) if that designation would not cause 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 Parent the 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 designationdesignation arid shall reduce the amount available for Restricted Payments under the first paragraph (or clause (xiii) of the second paragraph) of Section 5.6 or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That Such designation will shall 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.” Parent . The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that the redesignation would not cause a Default. (b) Parent may at any time designate any . All Subsidiaries of Unrestricted Subsidiary Subsidiaries shall be automatically deemed to be a Restricted Subsidiary of Parent; provided that such designation will be permitted only if no Default or Event of Default would be in existence following such designationUnrestricted Subsidiaries. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the General Partner may designate any Restricted Subsidiary of it (other than the Borrower) Company to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the 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 designationdesignation and will reduce the amount available for Restricted Payments under Section 5.07(a) hereof or represent Permitted Investments, as determined by the Company. 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 so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parentthe 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 only if (1) such Indebtedness is permitted under Section 5.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the businesses currently operated by ROC, RGM, RGMC and RBH be transferred to or held by an Unrestricted Subsidiary, and provided, further that following any conversion of an Unrestricted Subsidiary that owns a Gaming Project to a Restricted Subsidiary pursuant to Section 4.16 hereof, in no event shall such Subsidiary or the Gaming Project operated by such Subsidiary be converted into, transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by Parent the 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 designationdesignation and shall reduce the amount available for Restricted Payments under Section 4.07(a) or Permitted Investments, as determined by the Company. That designation will shall 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.” Parent . The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that the redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parent; provided that such designation will be permitted only if no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Company may designate any Restricted Subsidiary of it (other than the Borrower) Company to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be either (i) an Investment made as of the time of the designationdesignation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or (ii) represent Permitted Investments, as determined by the Company. That designation will shall only be permitted only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary of the Company to be a Restricted Subsidiary of Parentthe 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 only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Parent may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Parent 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 designationdesignation and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.11 or under one or more clauses of the definition of “Permitted Investments,” as determined by the Parent. 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 definition of “Unrestricted Subsidiary.” requires that all Indebtedness of an Unrestricted Subsidiary, whether in existence at the time of designation as an Unrestricted Subsidiary, or Incurred thereafter, be Non-Recourse Debt. The Board of Directors of the Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that the redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parent; provided that such designation will be permitted only if no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent may designate any Restricted Subsidiary of it (other than the Borrowerany Issuer or SPV Party) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by 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. That designation will be permitted only if the Investment would be permitted at that time under Section 6.01 4.22 and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parent; provided that such designation will shall be permitted only deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Parent of any outstanding Indebtedness of such Unrestricted Subsidiary and the applicable provisions of this Indenture, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period and (ii) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a)4.04(a) above, (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Issuer may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the Issuer and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted Subsidiary will be deemed to be an a Restricted Investment made as of the time of the designation. That such designation and that designation will only be permitted only if the such Investment would be permitted at that time under Section 6.01 and if the such Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of ParentSubsidiary; provided 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 and such designation shall only be permitted only if (i) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred 66 at the beginning of the four-quarter reference period; and (ii) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent Any Subsidiary not designated as an Unrestricted Subsidiary in accordance with Section 10.14 shall be a Restricted Subsidiary. The Board of Directors may designate any Restricted Subsidiary of it (other than the Borrower) to be as an Unrestricted Subsidiary if the requirements set forth in the definition of "Unrestricted Subsidiary" are satisfied and if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Parent the Company and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of such designation and will reduce the designationamount available for Restricted Payments under Section 10.7(a)(3). That designation will only be permitted only if the Investment such Restricted Payment would be permitted at that time under Section 6.01 and if the such Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” Parent . The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that the requirements set forth in the definition of "Unrestricted Subsidiary" are satisfied and if the redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parent; provided that such designation will be permitted only if no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall (1) ASI be designated an Unrestricted Subsidiary and (2) 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 fair market value of all outstanding Investments owned by Parent the Company and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted Subsidiary will be deemed to be an a Restricted Investment made as of the time of the designation. That such designation and that designation will only be permitted only if the such Investment would be permitted at that time under Section 6.01 and if the such Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of ParentSubsidiary; 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 and such designation shall only be permitted only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of Alpharma may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause 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 Parent Alpharma and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted Subsidiary will be deemed to be an a Restricted Investment made as of the time of the designation. That such designation and that designation will only be permitted only if the such Investment would be permitted at that time under Section 6.01 and if the such Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of Alpharma may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of ParentSubsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Alpharma of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted only if (1) such Indebtedness is permitted under Section 5(i), calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Company's Board of Directors may designate any Restricted of its Subsidiaries, including any newly formed Subsidiary or any Person that will become a Subsidiary by way of it (other than the Borrower) acquisition, to be an Unrestricted Subsidiary if that designation would not cause a Default. If a any of the Company's Restricted Subsidiary Subsidiaries is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by Parent the 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 that designation and will either reduce the designationamount available for Restricted Payments under Section 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 the Company determines in its sole discretion. That The designation of such a Subsidiary or Person as an "Unrestricted Subsidiary" will only be permitted only if if, in the case of a Restricted Subsidiary, the deemed Investment would be permitted at that the time under Section 6.01 and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parent; provided that such designation will be permitted only if no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of is designated as an Unrestricted Subsidiary as provided and, in Section 5.05(a)any case, (x) such designated Unrestricted if that Subsidiary shall be released from its Guarantee of or Person otherwise satisfies the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.requirements set

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent Following the Escrow Release Date, the Company’s Board of Directors may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default. If Any designation of a Restricted Subsidiary as an Unrestricted Subsidiary will be deemed to be a designation of each of such entity’s Subsidiaries as Unrestricted Subsidiaries. Following the Escrow Release Date, if a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Parent the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of such designation and may reduce the designationamount available for Restricted Payments under Section 6.09 or under one or more of the clauses of the definition of Permitted Investments, as determined by the Company. 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.” Parent may redesignate any . Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to be the Trustee by filing with the Trustee a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary certified copy of the Board Resolution giving effect to be a Restricted Subsidiary of Parent; provided such designation and an Officer’s Certificate certifying that such designation will be permitted only if no Default or Event of Default would be in existence following such designation. (c) In connection complied with the designation of an Unrestricted Subsidiary as provided in preceding conditions and was permitted by Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released6.09.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The board of directors of the Relevant Company may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Parent the Relevant Company 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 such designation and will reduce the amount available for Restricted Payments under paragraph (a) of Clause 19.7 (Limitation on Restricted Payments) or Permitted Investments, as applicable. All such outstanding Investments will be valued at their fair market value at the time of such designation. That designation will only be permitted only if the Investment such Restricted Payment would be permitted at that time under Section 6.01 and if the such Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” Parent . The Relevant Company’s board of directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that such redesignation would not cause result in a Default. (b) Parent may at any time designate any Unrestricted Subsidiary Any designation pursuant to this Clause 19.15 by the Relevant Company’s board of directors will be evidenced to the Facility Agent by the prompt filing with the Facility Agent of a Restricted Subsidiary certified copy of Parent; provided the resolution of such board of directors giving effect to such designation and an Officers’ Certificate certifying that such designation will be permitted only if no Default or Event of Default would be in existence following such designation. (c) In connection complied with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be releasedforegoing conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Company may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of 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 Parent the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will shall be deemed to be an Investment Investments made as of the time of the designation, subject to the limitations on Restricted Payments. 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.” Parent . The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that the redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary ; PROVIDED that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Parent; provided that the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will shall only be permitted only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Company may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the Company and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted Subsidiary will shall be deemed to be an a Restricted Investment made as of the time of the designation. That such designation will and that designation shall only be permitted only if the such Investment would be permitted at that time under Section 6.01 4.07 and if the such Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of ParentSubsidiary; 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 and such designation shall only be permitted only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the Company and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted Subsidiary will be deemed to be an a Restricted Investment made as of the time of the designation. That such designation and that designation will only be permitted only if the such Investment would be permitted at that time under Section 6.01 and if the such Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of ParentSubsidiary; provided 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 and such designation shall only be permitted only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Company may designate any Restricted Subsidiary of it (other than the Borrower) Company to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the 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 designationdesignation and will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. 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 so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parentthe 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 only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the General Partner may designate any Restricted Subsidiary of it (other than the Borrower) Company to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the 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. That designation will and shall reduce the amount available for Restricted Payments under Sections 4.07(a)(i) and (a)(ii) hereof or represent Permitted Investments, as determined by the Company; provided that any designation of a Restricted Subsidiary as an Unrestricted Subsidiary shall only be permitted only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of ParentSubsidiary; 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 and such designation shall only be permitted only if (1) such Indebtedness is permitted under Section 4.09 hereof calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the Company may designate any Restricted Subsidiary of it (other than the Borrower) Company to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the Company and its Restricted Subsidiaries in the Subsidiary properly designated 54 as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designationdesignation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation will shall only be permitted only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parentthe 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 only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Parent may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default, provided that in no event shall the business operated on the Issue Date by any of the Parent, ▇▇▇▇▇ Agri, Bols Sp. z o.o., and Przedsiebiorstwo „Polmos” Bialystok S.A. 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 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 designationdesignation and shall reduce the amount available for Restricted Payments under Section 4.4 (Limitation on Restricted Payments) or under one or more clauses of the definition of Permitted Investments, as determined by the Parent; provided that this restriction shall not apply if the subsidiary has less than $1,000 of total assets. That designation will shall 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 Board of Directors of the Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parent; provided that such designation will be permitted only if no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the Company and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted Subsidiary will be deemed to be an a Restricted Investment made as of the time of the designation. That such designation and that designation will only be permitted only if the such Investment would be permitted at that time under Section 6.01 and if the such Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of ParentSubsidiary; provided 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 and such designation shall only be permitted only if (1) such Indebtedness is permitted under the covenant described under Section 4.09 hereof calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the General Partner may designate any Restricted Subsidiary of it (other than the Borrower) Company to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the 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 designationdesignation and will reduce the amount available for Restricted Payments under the first paragraph of Section 5.07 or represent Permitted Investments, as determined by the Company. That designation will shall only be permitted only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parentthe 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 only if (1) such Indebtedness is permitted under Section 5.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Enterprise's Board of Directors may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default or an Event of Default; PROVIDED that in no event shall (i) any entity (including any Subsidiary of the Enterprise or the Enterprise or any operating division thereof) engaged in the Gaming Business be transferred to or held by an Unrestricted Subsidiary or (ii) any Key Project Assets or Gaming Licenses be transferred to an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by Parent the Enterprise and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted Subsidiary will shall be deemed to be an Investment made as of the time of the designation. That such designation will and that designation shall only be permitted only if the such Investment would be permitted at that time and shall reduce the amount available for Restricted Payments under the first paragraph of Section 6.01 4.07 hereof. That designation shall only be permitted if such Restricted Payment would be permitted at that time and if the such Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” Parent . The Enterprise's Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that the redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parent; provided that such designation will be permitted only if no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of Ventas, Inc. may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Parent 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. designation and will reduce the amount available for Restricted Payments under Section 4.09 or Permitted Investments, as determined by Ventas, Inc. 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.” Parent . The Board of Directors of Ventas, Inc. may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of ParentSubsidiary; provided provided, however, that such designation will be deemed to be an incurrence of Debt by a Restricted Subsidiary of Ventas, Inc. of any outstanding Debt of such Unrestricted Subsidiary and such designation will only be permitted only if (1) such Debt is permitted under Section 4.11 and 4.12 calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) Parent The Board of Directors of the General Partner may designate any Restricted Subsidiary of it (other than the Borrower) Company to be an Unrestricted Subsidiary if that designation would not cause 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 Parent the 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 designationdesignation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or (b) a Permitted Investment, as determined by the Company. 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 so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Parent . The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of ParentSubsidiary; 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 only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Parent may designate any Restricted Subsidiary of it (other than the Borrower) Parent to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Parent is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by the 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 designationdesignation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Parent. That designation will shall only be permitted only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary so designated otherwise meets the definition of an “Unrestricted Subsidiary.” Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) . The Board of Directors of the Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parent; 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 and such designation shall only be permitted only if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. (c) In connection with the designation of an Unrestricted Subsidiary as provided in Section 5.05(a), (x) such designated Unrestricted Subsidiary shall be released from its Guarantee of the Obligations and (y) any Liens on such designated Unrestricted Subsidiary and any of the Collateral of such designated Unrestricted Subsidiary shall be released.