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

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, and

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer Parent (other than the Borrower), including any existing Subsidiary and any a newly acquired or newly formed Subsidiary of the Issuer) created Subsidiary, to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, if it meets the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing qualifications: (i) the such Subsidiary to be so designated has total consolidated assets does not own any Equity Interest of $1,000 any Obligor or less; orany other Restricted Subsidiary; (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation the Parent would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value of all Investments of the Obligors and their Restricted Subsidiaries in such Subsidiary; (iii) any guarantee or other credit support thereof by any Obligor or any other Restricted Subsidiary is permitted under Section 3.46.01 or Section 6.06; (iv) none of the Obligors or their respective Restricted Subsidiaries has any obligation to subscribe for additional Equity Interests of such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 6.01 or Section 6.06; (v) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result from such designation; and (vi) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of the Obligors or their respective Restricted Subsidiaries. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (b) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections 5.12(a)(i), 5.12(a)(iii), 5.12(a)(iv) or 5.12(a)(vi) of this Section 5.12 will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in subsection (d). The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) all existing Investments of the Obligors and their respective Restricted Subsidiaries therein (valued at the Borrower’s proportional share of the fair market value of its assets less liabilities) will be deemed made at that time; (ii) all existing Indebtedness of any Obligor or its Restricted Subsidiaries held by it will be deemed incurred at that time, and all Liens on property of any Obligor or its Restricted Subsidiaries held by it will be deemed incurred at that time; (iii) all existing transactions between it and any Obligor or any Restricted Subsidiary will be deemed entered into at that time; (iv) it is released at that time from the Loan Documents to which it is a party and all related security interests on its property shall be released; providedand (v) it will cease to be subject to the provisions of this Agreement as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, howeveror being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (i) all of its Indebtedness will be deemed incurred at that immediately time for purposes of Section 6.01; (ii) Investments therein previously charged under Section 6.06 will be credited thereunder; (iii) if it is a Domestic Subsidiary and a Wholly-Owned Subsidiary of the Parent (unless it is an Excluded Subsidiary), it shall be required to become a Guarantor pursuant to this Agreement; and (iv) it will thenceforward be subject to the provisions of this Agreement as a Restricted Subsidiary. (e) Any designation by the Board of Directors of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary after the Effective Date will be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolutions of the Board of Directors giving effect to such designation: (1) the Issuer could Incur $1.00 designation and a certificate of additional Indebtedness as Ratio Debt or (2) an officer of the Fixed Charge Coverage Ratio for Parent certifying that the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for designation complied with the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andforegoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board board of Directors directors (or a committee thereof) or chief financial officer of the Issuer or any direct or indirect parent of the Issuer Borrower may designate any Subsidiary of the Issuer (Borrower, including any existing Subsidiary and any a newly acquired or newly formed created Subsidiary of the Issuer) Borrower, to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, if it meets the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing qualifications: (i) (A) such Subsidiary does not own any Equity Interest of the Borrower or any other Restricted Subsidiary to be so designated has total consolidated assets of $1,000 or less; orthe Borrower and (B) such Subsidiary does not own any Material Intellectual Property; (ii) if such any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary has consolidated assets greater than $1,000, then such designation would be of the Borrower is permitted under Section 3.46.01 or Section 6.08; (iii) neither the Borrower nor any Restricted Subsidiary of the Borrower has any obligation to subscribe for additional Equity Interests of such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 6.01 or Section 6.08; (iv) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such designation; and (v) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of the Borrower or a Restricted Subsidiary of the Borrower. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to Section 5.12(b). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower or the applicable Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the Borrower’s or the applicable Restricted Subsidiary’s Investment therein. (b) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections (a)(i), (a)(ii), (a)(iii), (a)(iv) or (a)(v) of this Section 5.12 will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in subsection (d) of this Section 5.12. The Board board of Directors directors (or a committee thereof) or the chief financial officer of the Issuer or any direct or indirect parent of the Issuer Borrower may designate any an Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:Subsidiary if no Event of Default exists at the time of the designation and the designation would not cause an Event of Default. (1c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) all existing Indebtedness of the Issuer could Incur $1.00 Borrower or a Restricted Subsidiary of additional Indebtedness the Borrower held by it will be deemed issued or incurred, as Ratio Debt applicable, at that time, and all Liens on property of the Borrower or a Restricted Subsidiary of the Borrower securing its obligations will be deemed incurred at that time; (2ii) all Investments therein previously charged under Section 6.08 will be credited thereunder; (iii) all existing transactions between it and the Fixed Charge Coverage Ratio Borrower or any Restricted Subsidiary of the Borrower (including Investments of the Borrower or any Restricted Subsidiary in such Subsidiary) will be deemed entered into at that time; (iv) it will be automatically released at that time from its Guaranty, if any; and (v) it will cease to be subject to the provisions of this Agreement as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (i) all of its Indebtedness, Liens and Investments of such Subsidiary will be deemed incurred at that time for purposes of Section 6.01 and Section 6.02, as applicable; (ii) if it is a Material Domestic Restricted Subsidiary, it shall be required to become a Guarantor pursuant to Section 5.10; and (iii) it will be subject to the Issuer and its provisions of this Agreement as a Restricted Subsidiaries would Subsidiary. (e) Any designation by the board of directors (or a committee thereof) or chief financial officer of the Borrower of a Subsidiary as an Unrestricted Subsidiary after the Effective Date will be equal evidenced to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior Administrative Agent by promptly delivering to such designation, in each case on the Administrative Agent a Pro Forma Basis taking into account such designation, andcertificate of a Responsible Officer of the Borrower certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Company may designate any Restricted Subsidiary of the Issuer (including any existing as an Unrestricted Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness ofas a Restricted Subsidiary; provided that, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (iia) if such Subsidiary has consolidated assets greater than $1,000initially is designated a Restricted Subsidiary, then such Restricted Subsidiary may be subsequently designated as an Unrestricted Subsidiary and such Unrestricted Subsidiary may be subsequently designated as a Restricted Subsidiary, but no further changes in designation would may be permitted under Section 3.4. made, (b) The Board if such Subsidiary initially is designated an Unrestricted Subsidiary, then such Unrestricted Subsidiary may be subsequently designated as a Restricted Subsidiary and such Restricted Subsidiary may be subsequently designated as an Unrestricted Subsidiary, but no further changes in designation may be made, (c) immediately before and after designation of Directors a Restricted Subsidiary as an Unrestricted Subsidiary there exists no Default or Event of Default and (d) a Subsidiary Guarantor may not be designated an Unrestricted Subsidiary. If a Restricted Subsidiary at any time ceases to be such as a result of a redesignation, any Liens on property of the Issuer Company or any direct other Restricted Subsidiary securing Indebtedness owed to such Restricted Subsidiary that is not contemporaneously repaid, together with such Indebtedness, shall be deemed to have been incurred by the Company or indirect parent of such other Restricted Subsidiary, as the Issuer case may designate any Unrestricted be, at the time such Restricted Subsidiary ceases to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, and.

Designation of Restricted and Unrestricted Subsidiaries. (aA) The Board of Directors of or the Issuer Audit Committee or any direct or indirect parent of the Issuer Parent’s management may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the IssuerSubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: either (iA) the Subsidiary to be so designated has total consolidated assets of one thousand dollars ($1,000 1,000) or less; or less or (iiB) if such Subsidiary has consolidated assets greater than one thousand dollars ($1,000), then such designation would be permitted under Section 3.44.03. (bB) The Board of Directors of or the Issuer Audit Committee or any direct or indirect parent of the Issuer Parent’s management may designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary (which designation, if not by the Board of Directors or the Audit Committee of the Board of Directors, will be evidenced in an Officer’s Certificate that is delivered to the Trustee); provided, however, that immediately after giving effect to such designation: designation (1A) the Issuer could Incur one dollar ($1.00 1.00) of additional Indebtedness pursuant to Section 4.02(A) (irrespective of whether such Section 4.02(A) remains in effect) and (B) no Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complies with this Section 4.11(B). (i) A Subsidiary previously designated an Unrestricted Subsidiary which at any time fails to meet the qualifications set forth in Section 4.11(A) will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in Section 4.11(E). (ii) The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default. (iii) Once designated as Ratio Debt or an Unrestricted Subsidiary, such Unrestricted Subsidiary will remain an Unrestricted Subsidiary, subject to Section 4.11(F). (2D) the Fixed Charge Coverage Ratio for Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary: (i) all existing Investments of the Issuer and its the Restricted Subsidiaries would therein (valued at the Issuer’s proportional share of the fair market value of its assets less liabilities) will be equal to or greater than such ratio for deemed made at that time; (ii) all existing transactions between it and the Issuer or any Restricted Subsidiary will be deemed entered into at that time; (iii) such Unrestricted Subsidiary is released at that time from its Guaranty, if any; and (iv) such Unrestricted Subsidiary will cease to be subject to the provisions of the Indenture as a Restricted Subsidiary. (E) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary: (i) all of its Indebtedness and its Disqualified Stock or Preferred Stock will be deemed Incurred at that time for purposes of Section 4.02; (ii) Investments therein previously charged under Section 4.03 will be credited thereunder; (iii) it may be required to issue a Guaranty Agreement of the Notes pursuant to Section 4.09; and (iv) it will thenceforward be subject to the provisions of the Indenture as a Restricted Subsidiaries immediately prior Subsidiary. (F) Any designation by the Board of Directors of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to such designation, in each case on the Trustee by promptly filing with the Trustee a Pro Forma Basis taking into account such designation, andcopy of the Board Resolution giving effect to the designation and an Officer’s Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of In addition to the Issuer or any direct or indirect parent of Unrestricted Subsidiaries so designated as described below, the Issuer Company may designate any other Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless provided that the Company could make a Restricted Payment or Permitted Investment in an amount equal to the Fair Market Value as determined in good faith by the Board of Directors of such Subsidiary pursuant to Section 4.10 and such amount is thereafter treated as a Restricted Payment or Permitted Investment for the purpose of calculating the amount available in connection with Section 4.10. An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be incurred pursuant to Section 4.09 and (ii) all the Liens on the Property and assets of such Unrestricted Subsidiary could be Incurred pursuant to Section 4.11. Unless so designated as an Unrestricted Subsidiary, any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer Person that is not becomes a Subsidiary of the Subsidiary to Company will be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if (1) either of the requirements set forth in the immediately preceding paragraph will not be satisfied after giving pro forma effect to such classification, (2) if such Person is a Subsidiary of an Unrestricted Subsidiary or (3) unless the Company elects otherwise, such Subsidiary is formed and exists solely for the purpose of effecting a transaction or series of transactions otherwise permitted by this Indenture and such Subsidiary will be merged, consolidated, liquidated, dissolved, wound up or amalgamated into the Company or a Restricted Subsidiary within a reasonable period following consummation of such transaction or series of transactions. Any such designation of a Subsidiary as an Unrestricted Subsidiary (in addition to those Subsidiaries initially designated as Unrestricted Subsidiaries pursuant to the immediately following paragraph) or redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary by the Board of Directors of the Company will be evidenced to the Trustee by delivery to the Trustee of a resolution of the Board of Directors of the Company giving effect to such designationdesignation or redesignation and an Officers’ Certificate that: (1) certifies that such designation or redesignation complies with the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or preceding provisions, and (2) gives the Fixed Charge Coverage Ratio for effective date of such designation or redesignation, such delivery to the Issuer Trustee to occur within 45 days after the end of the fiscal quarter of the Company in which such designation or redesignation is made (or, in the case of a designation or redesignation made during the last fiscal quarter of the Company’s fiscal year, within 90 days after the end of such fiscal year). As of the Issue Date, the Board of Directors of the Company has designated Greenpac Holding LLC (and its direct parent holding company), Containerboard Partners (Ontario) Inc., ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ S.p.A., Longhorn Converting Paper, LLC, Air Cascades Inc., Falcon Packaging, LLC, 819 Virginia LLC and Cascades Lessor SC LLC (and their respective Subsidiaries) as Unrestricted Subsidiaries. Upon designation of a Restricted Subsidiaries would Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.15, such Restricted Subsidiary shall automatically be equal to or greater than released from any Subsidiary Guarantee previously made by such ratio for Restricted Subsidiary upon receipt by the Issuer Trustee of an Officers’ Certificate and its Restricted Subsidiaries immediately prior to such designation, a Board Resolution in each case on a Pro Forma Basis taking into account such designation, andrespect thereof.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board board of Directors directors of the Issuer or any direct or indirect parent of the Issuer General Partner may designate any a Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be as an Unrestricted Subsidiary unless if immediately prior to and after giving effect to such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: designation: (i) such Subsidiary otherwise meets the Subsidiary to be so designated has total consolidated assets definition of $1,000 or lessUnrestricted Subsidiary; or (ii) if the Payment Conditions are satisfied; (iii) no Default has occurred and is continuing or will result from such Subsidiary has consolidated assets greater than $1,000, then designation; and (iv) after giving effect to such designation would be permitted under Section 3.4on a pro forma basis, the Consolidated Fixed Charge Coverage Ratio for the Measurement Period ending on the last day of the most recently ended Fiscal Quarter is at least 1.00:1.00 as demonstrated in a certificate, in form and substance reasonably satisfactory to Administrative Agent, of a Senior Officer of Borrower Agent. (b) The Board board of Directors directors of the Issuer or any direct or indirect parent of the Issuer General Partner may designate any an Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that Subsidiary if immediately prior to and after giving effect to such designation: : (1i) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt Payment Conditions are satisfied; (ii) no Default has occurred and is continuing or will result from such designation; and (2iii) after giving effect to such designation on a pro forma basis, the Consolidated Fixed Charge Coverage Ratio for the Issuer Measurement Period ending on the last day of the most recently ended Fiscal Quarter is at least 1.00:1.00 as demonstrated in a certificate, in form and its substance reasonably satisfactory to Administrative Agent, of a Senior Officer of Borrower Agent. (c) All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. The Company shall not permit any Unrestricted Subsidiary to hold any Equity Interests in, or any Debt of, any Restricted Subsidiaries would be Subsidiary. (d) The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment in such Unrestricted Subsidiary at the date of such designation in an amount equal to or greater than such ratio for the Issuer and its Fair Market Value of the applicable Obligor’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiaries immediately prior to Subsidiary shall constitute, at the time of such designation, in each case on a Pro Forma Basis taking into account the incurrence of any Debt or Liens of such designation, andSubsidiary existing at such time.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors By resolution of the Issuer or any direct or indirect parent board of directors of the Issuer Company, the Company may designate any Subsidiary of the Issuer (Subsidiary, including any existing Subsidiary and any a newly acquired or newly formed Subsidiary of the Issuer) created Subsidiary, to be an Unrestricted Subsidiary unless such if it meets the following qualifications and the designation would not cause a Default: (A) The Subsidiary does not own any Disqualified Stock or Debt of the Company or Disqualified, Debt or Preferred Stock of a Restricted Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds hold any Lien on any property of, the Issuer Company or any other Subsidiary of the Issuer that is Restricted Subsidiary, if such Disqualified or Preferred Stock or Debt could not a Subsidiary of be Incurred under Section 4.05 or such Lien would violate Section 4.07; and (B) the Subsidiary to be so designated; provideddoes not own any Voting Stock of a Restricted Subsidiary, however, that the Subsidiary to be so designated and all of its Subsidiaries do not at are Unrestricted Subsidiaries. (2) At the time of designation have any Indebtedness pursuant the designation, the Company would be permitted to which make a Restricted Payment under Section 4.06 in an amount equal to the lender Fair Market Value of the Investment in such Subsidiary. (3) Such Subsidiary has recourse no Debt outstanding other than Non-Recourse Debt. (4) The Subsidiary is not party to any of ongoing transaction or arrangement with the assets of the Issuer Company or any of its Restricted Subsidiaries; provided, further, however, Subsidiary that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would not be permitted under Section 3.44.12. Once so designated the Subsidiary will remain an Unrestricted Subsidiary, subject to paragraph (b) of this Section 4.14. (b1) A Subsidiary previously designated an Unrestricted Subsidiary which fails at any time to meet the qualifications set forth in Section 4.14(a) will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in Section 4.14(d). (2) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Company may designate any an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default or Event of Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary; provided, however, that immediately after giving effect to such designation: (1) all existing Investments of the Issuer could Incur $1.00 Company and the Restricted Subsidiaries therein (valued at the Company’s proportional share of additional Indebtedness as Ratio Debt or the Fair Market Value of its assets less liabilities) will be deemed made at that time; (2) all existing Capital Stock or Debt of the Fixed Charge Coverage Ratio Company or a Restricted Subsidiary held by such Unrestricted Subsidiary will be deemed Incurred at that time, and all Liens on property of the Company or a Restricted Subsidiary held by such Unrestricted Subsidiary will be deemed Incurred at that time; (3) all existing transactions between such Unrestricted Subsidiary and the Company or any Restricted Subsidiary will be deemed entered into at that time; (4) such Unrestricted Subsidiary will be released at that time from its Note Guarantee, if any; and (5) such Unrestricted Subsidiary will cease to be subject to the provisions of this Indenture as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary: (1) all of its Debt and Disqualified or Preferred Stock will be deemed Incurred at that time for purposes of Section 4.05, but will not be considered the Issuer sale or issuance of Equity Interests for purposes of Section 4.11; (2) Investments therein previously charged under the Section 4.06 will be credited thereunder; (3) it may be required to issue a Note Guarantee pursuant to Section 4.13; and (4) it will become subject to the provisions of this Indenture as a Restricted Subsidiary. (e) Any designation by the Board of Directors of the Company of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to the designation and its Restricted Subsidiaries would be equal to or greater than such ratio for an Officers’ Certificate certifying that the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, anddesignation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Company may designate after the Issue Date any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary Subsidiary) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (1) no Default or Event of the IssuerDefault shall have occurred and be continuing both immediately before and immediately after giving effect to such Designation; (2) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have Designation own any Capital Stock or Indebtedness pursuant to which of, or own or hold any Lien with respect to, the lender has recourse to Company or any Restricted Subsidiary of the assets Company (other than any Subsidiary of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated designated); (3) all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of Designation, and will at all times thereafter, consist of Non-Recourse Debt; and (4) such Subsidiary is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has total consolidated assets any direct or indirect obligation: (a) to subscribe for additional Capital Stock of $1,000 or lesssuch Subsidiary; or (iib) if to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4.to achieve any specified levels of operating results; and (b5) The Board the aggregate Fair Market Value of Directors all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary shall be deemed to be an Investment made as of the Issuer or any direct or indirect parent time of the Issuer Designation and must comply with Section 4.08. The Company may designate revoke any Designation of a Subsidiary as an Unrestricted Subsidiary to be (a Restricted Subsidiary; provided“Revocation”) only if, however, that immediately after giving effect such Revocation: (1) no Default or Event of Default has occurred and is continuing after giving effect to such designation:Revocation; (1a) the Issuer could The Company would be able to Incur at least $1.00 of additional Indebtedness as Ratio Debt pursuant to Section 4.09(a) or (2b) the Fixed Charge Coverage Consolidated Leverage Ratio for the Issuer Company and its Restricted Subsidiaries would be better than or equal to or greater than such ratio for the Issuer Company and its Restricted Subsidiaries immediately prior to such designationRevocation, in each case on a Pro Forma Basis pro forma basis taking into account such designationRevocation; and (3) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, andif Incurred at such time, have been permitted to be Incurred for all purposes of this Indenture. (b) Any such Designation or Revocation shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may be, and an Officer’s Certificate certifying that such Designation or Revocation complied with the foregoing conditions. (c) A Revocation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture, and any Indebtedness of such Subsidiary shall be deemed to be Incurred as of such date.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be Unless designated as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary Schedule 7.14 as of the Issuer date hereof or thereafter, in compliance with Section 9.19(b) or (d), any Person that is not becomes a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer Borrower or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to Subsidiaries shall be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4classified as a Restricted Subsidiary. (b) The Board of Directors Borrower may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary, including a newly or to be formed or newly or to be acquired Subsidiary, as an Unrestricted Subsidiary if (i) prior, and immediately after giving effect, to such designation, neither a Default nor a Borrowing Base Deficiency would exist and (ii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an amount equal to the fair market value as of the Issuer or any direct or indirect parent date of such designation of the Issuer Borrower’s and its Restricted Subsidiaries’ direct ownership interests in such Subsidiary and such Investment would be permitted to be made at the time of such designation under Section 9.05(m). Except as provided in this Section 9.19(b), no Restricted Subsidiary may be designated as an Unrestricted Subsidiary. (c) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that Subsidiary if immediately after giving effect to such designation: , (1i) the Issuer could Incur $1.00 representations and warranties of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer Borrower and its Restricted Subsidiaries would contained in each of the Loan Documents are true and correct in all material respects on and as of such date as if made on and as of the date of such redesignation (or, if stated to have been made expressly as of an earlier date, were true and correct in all material respects as of such date), (ii) no Default exists, (iii) the Borrower complies with the requirements of Section 8.14(b) and Section 8.18 and (iv) the Borrower and/or one or more Restricted Subsidiaries owns all of the Equity Interests in such Subsidiary. Any such designation shall be treated as a cash dividend to the Borrower in an amount equal to or greater than such ratio for the Issuer lesser of the fair market value of the Borrower’s and its Restricted Subsidiaries immediately prior Subsidiaries’ direct ownership interests in such Subsidiary or the amount of the Borrower’s and its Restricted Subsidiaries’ aggregate investment previously made for purposes of the limitation on Investments under Section 9.05(m). Upon the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, all Investments previously made in such Unrestricted Subsidiary shall no longer be counted in determining the limitation on Investments under Section 9.05(m). (d) Each Subsidiary of an Unrestricted Subsidiary shall automatically be designated as an Unrestricted Subsidiary. (e) Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with Section 9.19(b), (i) such Subsidiary shall be automatically released from all obligations, if any, under the Loan Documents, including the Guaranty Agreement and all other applicable Security Instruments and (ii) all Liens granted pursuant to the Guaranty Agreement and all other applicable Security Instruments on the Property of, and the Equity Interests in, such designation, in each case on a Pro Forma Basis taking into account such designation, andUnrestricted Subsidiary shall be automatically released.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (Subsidiary, including any existing Subsidiary and any a newly acquired or newly formed Subsidiary of the Issuer) created Subsidiary, other than a Material IP Subsidiary, to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, if it meets the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing qualifications: (i) such Subsidiary does not own any Equity Interest of the Borrower or any Restricted Subsidiary to be so designated has total consolidated assets of $1,000 or less; ora Material IP Subsidiary; (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation the Borrower would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value (as determined by the Borrower in good faith) of all Investments of the Borrower or its Restricted Subsidiaries in such Subsidiary (valued at the Borrower’s and the Restricted Subsidiaries’ proportional share of the fair market value (as determined by the Borrower in good faith) of such Subsidiary’s assets less liabilities); (iii) any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Section 3.46.1 or Section 6.7; (iv) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 6.1 or Section 6.7; (v) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such designation; and (vi) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of the Borrower or a Restricted Subsidiary. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any (i) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections (a)(i), (a)(iii), (a)(iv) or (a)(vi) of Section 5.12 will be deemed to become at that time a Restricted Subsidiary; provided, however, that immediately after giving effect subject to such designation: the consequences set forth in subsection (1d) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andSection 5.12.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Parent may designate any Restricted Subsidiary of the Issuer (including any existing as an Unrestricted Subsidiary and any newly acquired or newly formed Unrestricted Subsidiary as a Restricted Subsidiary by notice in writing given to the holders of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designatedNotes; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either:provided that, (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (iia) if such Subsidiary has consolidated assets greater than $1,000initially is designated a Restricted Subsidiary, then such Restricted Subsidiary may be subsequently designated as an Unrestricted Subsidiary and such Unrestricted Subsidiary may be subsequently designated as a Restricted Subsidiary, but no further changes in designation would may be permitted under Section 3.4.made; (b) The Board of Directors if such Subsidiary initially is designated an Unrestricted Subsidiary, then such Unrestricted Subsidiary may be subsequently designated as a Restricted Subsidiary and such Restricted Subsidiary may be subsequently designated as an Unrestricted Subsidiary, but no further changes in designation may be made; (c) the Parent may not designate a Restricted Subsidiary as an Unrestricted Subsidiary unless: (i) such Restricted Subsidiary does not own, directly or indirectly, any Debt or capital stock of the Issuer Parent or any direct other Restricted Subsidiary, including the Company, (ii) such designation, considered as a sale of assets, is permitted pursuant to Section 10.6, and (iii) immediately before and after such designation there exists no Default or indirect parent Event of the Issuer may designate any Default; (d) notwithstanding Section 10.4(g), if an Unrestricted Subsidiary to be is designated as a Restricted Subsidiary; provided, however, that immediately after giving effect all outstanding Debt and Liens of such Subsidiary shall be deemed to have been incurred as of the date of such designation:; and (1e) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt Parent may not designate the Company or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andany Subsidiary Guarantor an Unrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) Company to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that if: (a) the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary and its Subsidiaries do is not at the time of designation have any Indebtedness required to be a Subsidiary Guarantor pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiariesthis Indenture; provided, further, however, that and (b) either: (i1) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii2) such designation is effective immediately upon such entity becoming a Subsidiary of the Company. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the second immediately following paragraph will not be satisfied after giving pro forma effect to such classification as a Restricted Subsidiary or if such Person is a Subsidiary has consolidated assets greater than $1,000of an Unrestricted Subsidiary. Except as provided in the first sentence of the preceding paragraph, then no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition, neither the Company nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such designation would be permitted under Section 3.4. (b) Unrestricted Subsidiary). The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that immediately after giving pro forma effect to such designation, (x) the Company could Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of Section 4.03 and (y) no Default or Event of Default shall have occurred and be continuing or would result therefrom. Any such designation or redesignation by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designationdesignation or redesignation and an Officers’ Certificate that: (1a) certifies that such designation or redesignation complies with the Issuer could Incur $1.00 foregoing provisions; and (b) gives the effective date of additional Indebtedness as Ratio Debt such designation or redesignation, such filing with the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in which such designation or redesignation is made (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designationor, in each the case on of a Pro Forma Basis taking into account designation or redesignation made during the last fiscal quarter of the Company’s fiscal year, within 90 days after the end of such designation, andfiscal year).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) Borrower to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that if: (a) the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Borrower or any other Restricted Subsidiary and its Subsidiaries do is not at the time of designation have any Indebtedness required to be a Subsidiary Guarantor pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiariesthis Agreement; provided, further, however, that and (b) either: (i1) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii2) such designation is effective immediately upon such entity becoming a Subsidiary of the Borrower. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Borrower will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the second immediately following paragraph will not be satisfied after giving pro forma effect to such classification as a Restricted Subsidiary or if such Person is a Subsidiary has consolidated assets greater than $1,000of an Unrestricted Subsidiary. Except as provided in the first sentence of this Section 6.09, then no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition, neither the Borrower nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such designation would be permitted under Section 3.4. (b) Unrestricted Subsidiary). The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that immediately after giving pro forma effect to such designation, (x) the Borrower could Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of Section 6.01 and (y) no Default or Event of Default shall have occurred and be continuing or would result therefrom. Any such designation or redesignation by the Board of Directors will be evidenced to the Administrative Agent by filing with the Administrative Agent a Board Resolution giving effect to such designationdesignation or redesignation and an Officers’ Certificate that: (1a) certifies that such designation or redesignation complies with the Issuer could Incur $1.00 foregoing provisions; and (b) gives the effective date of additional Indebtedness as Ratio Debt such designation or redesignation, such filing with the Administrative Agent to occur within 45 days after the end of the fiscal quarter of the Borrower in which such designation or redesignation is made (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designationor, in each the case on of a Pro Forma Basis taking into account designation or redesignation made during the last fiscal quarter of the Borrower’s fiscal year, within 90 days after the end of such designation, andfiscal year).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Parent may designate any Restricted Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuerother than a Borrower) to be as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be as a Restricted Subsidiary; provided, howeverthat (i) immediately before and after such designation, that immediately no Default or Event of Default shall have occurred and be continuing, (ii) the Group shall be in compliance with the financial covenant set forth in Section 6.07 (whether or not then tested) on a pro forma basis after giving effect to such designation as of the last day of the Fiscal Quarter most recently ended and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary pursuant to this Section 5.19. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment equal to the aggregate fair market value of all outstanding Investments owned by the Parent and the Restricted Subsidiaries in the Subsidiary as of the time of the designation: , as determined by the Parent. Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (1i) the Issuer could Incur $1.00 incurrence at the time of additional designation of any Investment, Indebtedness as Ratio Debt or Liens of such Subsidiary existing at such time and (2ii) a return on any Investment by the Fixed Charge Coverage Ratio for applicable Loan Party in Unrestricted Subsidiaries pursuant to the Issuer and its Restricted Subsidiaries would be preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing (i) no Borrower may be designated as an Unrestricted Subsidiary and (ii) no Person may be designated as an “Unrestricted Subsidiary” if such Person is not an “Unrestricted Subsidiary” or greater than such ratio for is a “Guarantor” under any Senior Notes, the Issuer and its Restricted Subsidiaries immediately prior to such designationSenior Secured Notes, in each case on a Pro Forma Basis taking into account such designationthe Senior Refinancing Notes or under any agreement, anddocument or instrument evidencing any Material Indebtedness.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Company may designate any Subsidiary to be a Restricted Subsidiary and may designate any Restricted Subsidiary to be an Unrestricted Subsidiary by giving written notice to each holder of Notes that the Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless Company has made such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness ofdesignation, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the no Subsidiary to may be so designated a Restricted Subsidiary and its Subsidiaries do not no Restricted Subsidiary may be designated an Unrestricted Subsidiary unless, at the time of designation such action and after giving effect thereto, (a) solely in the case of a Restricted Subsidiary being designated an Unrestricted Subsidiary, such Restricted Subsidiary being designated an Unrestricted Subsidiary shall not have any Indebtedness pursuant to which continuing Investment in the lender has recourse to any of the assets of the Issuer Company or any of its other Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. and (b) The Board no Default or Event of Directors Default shall have occurred and be continuing (provided that, after the Release Date until the New Security Date, with respect to Section 10.1, calculation of compliance therewith shall be made as of the Issuer or any direct or indirect parent date of determination under this Section 10.12 and not as of the Issuer may designate any end of the immediately preceding fiscal quarter of the Company). Any Restricted Subsidiary which has been designated an Unrestricted Subsidiary to be and which has then been redesignated a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on in accordance with the provisions of the first sentence of this Section 10.12, shall not at any time thereafter be redesignated an Unrestricted Subsidiary without the prior written consent of the Required Holders. Any Unrestricted Subsidiary which has been designated a Pro Forma Basis taking into account such designationRestricted Subsidiary and which has then been redesignated an Unrestricted Subsidiary, andin each case in accordance with the provisions of the first sentence of this Section 10.12, shall not at any time thereafter be redesignated a Restricted Subsidiary without the prior written consent of the Required Holders.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Parent Borrower’s Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (its Subsidiaries, including any existing Subsidiary and any newly acquired or newly formed Subsidiary or any Person that will become a Subsidiary of the Issuer) Parent Borrower by way of acquisition, to be an “Unrestricted Subsidiary,” upon which designation such Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary shall cease to be so designated; provided, however, that deemed a “Subsidiary” within the Subsidiary meaning of this Agreement. Such designation subject to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing conditions: (i) such Subsidiary has no Indebtedness other than Indebtedness that is non-recourse to the Subsidiary to be so designated has total consolidated property and assets of $1,000 Holdings, Parent Borrower or less; orany other Subsidiary; (ii) if such Subsidiary has consolidated assets not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Parent Borrower or any of its other Subsidiaries; (iii) the designation of such Subsidiary as an Unrestricted Subsidiary would not cause a Default or Event of Default; (iv) Parent Borrower and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 6.7 (b) as of the last day of the most recently ended Fiscal Quarter for which a Compliance Certificate has been (or was required to have been) delivered to Administrative Agent pursuant to Section 5.1(c) after giving effect to such designation; and (v) after giving effect to such designation, the Consolidated Total Assets of all Unrestricted Subsidiaries and their respective Subsidiaries shall be no greater than $1,000, then such designation would be permitted under Section 3.44.00% of the Consolidated Total Assets of Parent Borrower and its subsidiaries (including Unrestricted Subsidiaries). (b) The Upon any such designation of a Subsidiary of Parent Borrower as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Parent Borrower and its Subsidiaries in the newly designated Unrestricted Subsidiary will be deemed to be an Investment made as of the time of that designation and will reduce the amount available for Investments under Section 6.6. (c) Parent Borrower’s Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect Subsidiary of Parent Borrower subject to such designationthe following conditions: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or such Subsidiary executes and delivers to Administrative Agent a Counterpart Agreement providing for a Guarantee; and (2) the Fixed Charge Coverage Ratio for redesignation of such Unrestricted Subsidiary as a Subsidiary would not cause a Default or Event of Default; it being understood that any Indebtedness, Liens, agreements or transactions of such Unrestricted Subsidiary outstanding at the Issuer and its Restricted Subsidiaries would time of such redesignation shall be equal deemed to be incurred or greater than entered into at such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andtime.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or Company may at any direct or indirect parent of the Issuer may time designate any Restricted Subsidiary of the Issuer (including any existing as used herein, a “Proposed Re-Designated Subsidiary”) that is not a Borrower or a Material Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be has not previously been an Unrestricted Subsidiary unless as an Unrestricted Subsidiary; in each case, so long as (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) no such Proposed Re-Designated Subsidiary or may be designated as an Unrestricted Subsidiary if any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary (in either case unless such Subsidiaries are also Proposed Re-Designated Subsidiaries being designated as Unrestricted Subsidiaries simultaneously therewith), however, that (iii) immediately after giving effect to such designation: (1) designation the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer Company and its Restricted Subsidiaries would shall be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designationin compliance, in each case calculated on a Pro Forma Basis taking into account pursuant to Section 1.09, with the covenants set forth in Section 7.11, (iv) such Proposed Re-Designated Subsidiary would not constitute a Material Subsidiary as of the end of the period of twelve consecutive months most recently ended, and (v) prior to the effectiveness of any such designation, andthe Company shall deliver to the Administrative Agent a certificate in form and substance reasonably acceptable to the Administrative Agent setting forth in reasonable detail the calculations demonstrating compliance with the preceding clauses (iii) through (vi). Notwithstanding anything in this Agreement or any other Loan Document to the contrary, in no event shall (i) any Subsidiary be designated as an Unrestricted Subsidiary if it, or if any of its Subsidiaries, owns or holds (including by way of an exclusive license or otherwise) any intellectual property or any other assets material to any Borrower’s or Restricted Subsidiary’s business, (ii) (A) any Unrestricted Subsidiary, or any of its Subsidiaries, own or hold (including by way of an exclusive license or otherwise) or (B) the Company or any Restricted Subsidiary transfer (including by way of an exclusive license or otherwise) to any Unrestricted Subsidiary, or any of its Subsidiaries, any material intellectual property or any other assets material to any Borrower’s or Restricted Subsidiary’s business or (iii) the aggregate book value of all assets transferred (including by way of an exclusive license or otherwise) (after giving effect to such transfer) by the Company and its Restricted Subsidiaries from and after the Amendment No. 1 Effective Date to all Unrestricted Subsidiaries and their respective Subsidiaries equal or exceed an amount equal to 5.0% of Consolidated Total Assets at the time of such transfer.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (Subsidiary, including any existing Subsidiary and any a newly acquired or newly formed Subsidiary of the Issuer) created Subsidiary, to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, if it meets the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing qualifications: (i) such Subsidiary does not own any Equity Interest of the Subsidiary to be so designated has total consolidated assets of $1,000 Borrower or less; orany Restricted Subsidiary; (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation the Borrower would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value of all Investments of the Borrower or its Restricted Subsidiaries in such Subsidiary; (iii) any guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Section 3.46.01 or Section 6.07; (iv) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 6.01 or Section 6.07; (v) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such designation; and (vi) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of the Borrower or a Restricted Subsidiary. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (b) (i) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections 5.13(a)(i), 5.13(a)(iii), 5.13(a)(iv) or 5.13(a)(vi) of this Section 5.13 will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in subsection (d). (ii) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) all existing Investments of the Borrower and the Restricted Subsidiaries therein (valued at the Borrower’s proportional share of the fair market value of its assets less liabilities) will be deemed made at that time; (ii) all existing Equity Interests or Indebtedness of the Borrower or a Restricted Subsidiary held by it will be deemed incurred at that time, and all Liens on property of the Borrower or a Restricted Subsidiary held by it will be deemed incurred at that time; (iii) all existing transactions between it and the Borrower or any Restricted Subsidiary will be deemed entered into at that time; (iv) it is released at that time from the Loan Documents to which it is a party and all related security interests on its property shall be released; providedand (v) it will cease to be subject to the provisions of this Agreement as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, howeveror being deemed to become, a Restricted Subsidiary pursuant to Section 5.13(b), (i) all of its Indebtedness will be deemed incurred at that immediately time for purposes of Section 6.01; (ii) Investments therein previously charged under Section 6.07 will be credited thereunder; (iii) it may be required to become a Guarantor pursuant to this Agreement; and (iv) it will thenceforward be subject to the provisions of this Agreement as a Restricted Subsidiary. (e) Any designation by the Board of Directors of a Subsidiary as an Unrestricted Subsidiary after the Effective Date will be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolutions of the Board of Directors giving effect to such designation: (1) the Issuer could Incur $1.00 designation and a certificate of additional Indebtedness as Ratio Debt or (2) an officer of the Fixed Charge Coverage Ratio for Borrower certifying that the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for designation complied with the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andforegoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (aA) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the IssuerSubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: either (iA) the Subsidiary to be so designated has total consolidated assets of one thousand dollars ($1,000 1,000) or less; or less or (iiB) if such Subsidiary has consolidated assets greater than one thousand dollars ($1,000), then such designation would be permitted under Section 3.44.03. (bB) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: designation (1A) the Issuer could Incur one dollar ($1.00 1.00) of additional Indebtedness pursuant to Section 4.02(A) (irrespective of whether such Section 4.02(A) remains in effect) and (B) no Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complies with this Section 4.11(B). (i) A Subsidiary previously designated an Unrestricted Subsidiary which at any time fails to meet the qualifications set forth in Section 4.11(A) will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in Section 4.11(E). (ii) The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default. (iii) Once designated as Ratio Debt or an Unrestricted Subsidiary, such Unrestricted Subsidiary will remain an Unrestricted Subsidiary, subject to Section 4.11(F). (2D) the Fixed Charge Coverage Ratio for Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary: (i) all existing Investments of the Issuer and its the Restricted Subsidiaries would therein (valued at the Issuer’s proportional share of the fair market value of its assets less liabilities) will be equal to or greater than such ratio for deemed made at that time; (ii) all existing transactions between it and the Issuer or any Restricted Subsidiary will be deemed entered into at that time; (iii) such Unrestricted Subsidiary is released at that time from its Guaranty, if any; and (iv) such Unrestricted Subsidiary will cease to be subject to the provisions of the Indenture as a Restricted Subsidiary. (E) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary: (i) all of its Indebtedness and its Disqualified Stock or Preferred Stock will be deemed Incurred at that time for purposes of Section 4.02; (ii) Investments therein previously charged under Section 4.03 will be credited thereunder; (iii) it may be required to issue a Guaranty Agreement of the Notes pursuant to Section 4.09; and (iv) it will thenceforward be subject to the provisions of the Indenture as a Restricted Subsidiaries immediately prior Subsidiary. (F) Any designation by the Board of Directors of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to such designation, in each case on the Trustee by promptly filing with the Trustee a Pro Forma Basis taking into account such designation, andcopy of the Board Resolution giving effect to the designation and an Officer’s Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Issuers may designate after the Issue Date any Subsidiary of the Issuer Parent (other than the Issuers) (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the IssuerSubsidiary) to be as an “Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not Subsidiary” under this Indenture (a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either“Designation”) only if: (ia) no Default or Event of Default has occurred and is continuing after giving effect to such Designation; and (b) either (x) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or less or (iiy) if such Subsidiary has consolidated assets greater than $1,000, then such designation Designation would be permitted under Section 3.4. (b) 4.07. The Board Issuers may revoke any Designation of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any a Subsidiary as an Unrestricted Subsidiary to be (a Restricted Subsidiary; provided“Revocation”) only if, however, that immediately after giving effect to such designationRevocation: (1c) (x) the Issuer Parent could Incur at least $1.00 of additional Indebtedness as Ratio Debt under Section 4.09(a) or (2y) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designationRevocation, in each case on a Pro Forma Basis pro forma basis taking into account such designationRevocation; (d) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Indenture; and (e) no Default or Event of Default has occurred and is continuing after giving effect to such Revocation. Each Designation and Revocation must be evidenced by promptly delivering to the Trustee a board resolution of the Board of Directors of the Issuers giving effect to such Designation or Revocation, as the case may be, and an Officers’ Certificate certifying compliance with the preceding provisions. A Revocation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Borrower may designate any Subsidiary of the Issuer (Subsidiary, including any existing Subsidiary and any a newly acquired or newly formed Subsidiary of the Issuer) created Subsidiary, to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, if it meets the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing qualifications: (i) the such Subsidiary to be so designated has total consolidated assets does not own any Equity Interest of $1,000 any Obligor or less; orany other Restricted Subsidiary; (ii) if such any guarantee or other credit support thereof by any Obligor or any other Restricted Subsidiary has consolidated assets greater than $1,000, then such designation would be is permitted under Section 3.46.01; (iii) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result from such designation; (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for the Secured Convertible Notes due 2025, the Secured Notes due 2025, and/or any other Material Indebtedness of the Obligors or their respective Restricted Subsidiaries; and (v) at the time of and immediately after such designation, the Borrower shall be in compliance on a Pro Forma Basis with Sections 7.01 and 7.02. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (b) The Board Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) the designation of Directors such Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Issuer greater of (x) the Borrower or the Obligors’ investment therein or (y) the assets of such Subsidiary and no Subsidiary may be designated as an Unrestricted Subsidiary unless it is in compliance with Section 6.07 on a pro forma basis after giving effect to such designation; (ii) all existing transactions between it and any Obligor or any direct or indirect parent Restricted Subsidiary will be deemed entered into at that time; (iii) it is released at that time from the Loan Documents to which it is a party and all related security interests on its property shall be released; and (iv) it will cease to be subject to the provisions of the Issuer this Agreement as a Restricted Subsidiary. (c) The Borrower may designate any an Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if the designation would not cause an Event of Default and, however, that at the time of and immediately after giving effect to such designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, the Borrower shall be in each case compliance on a Pro Forma Basis taking into account such designation, andwith Sections 7.01 and 7.

Designation of Restricted and Unrestricted Subsidiaries. (a) The At any time after repayment in full, and termination of all commitments under, the ABL Credit Agreement, the Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (Subsidiary, including any existing Subsidiary and any a newly acquired or newly formed Subsidiary of the Issuer) created Subsidiary, to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, if it meets the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing qualifications: (i) such Subsidiary does not own any Equity Interest of the Subsidiary to be so designated has total consolidated assets of $1,000 Borrower or less; orany Restricted Subsidiary; (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation the Borrower would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value of all Investments of the Borrower or its Restricted Subsidiaries in such Subsidiary; (iii) any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Section 3.46.1 or Section 6.7; (iv) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 6.1 or Section 6.7; (v) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such designation; (vi) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of the Borrower or a Restricted Subsidiary; and (vii) immediately after such designation on a Pro Forma Basis, the Consolidated Total Leverage Ratio, as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, shall not exceed the maximum Consolidated Total Leverage Ratio permitted under Section 6.12 for such period. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (b) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections (a)(i), (a)(iii), (a)(iv) or (a)(vi) of this Section 5.14 will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in subsection (d). The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) all existing Investments of the Borrower and the Restricted Subsidiaries therein (valued at the Borrower’s proportional share of the fair market value of its assets less liabilities) will be deemed made at that time; (ii) all existing Equity Interest or Indebtedness of the Borrower or a Restricted Subsidiary held by it will be deemed incurred at that time, and all Liens on property of the Borrower or a Restricted Subsidiary held by it will be deemed incurred at that time; (iii) all existing transactions between it and the Borrower or any Restricted Subsidiary will be deemed entered into at that time; (iv) it is released at that time from the Guaranty and the Security Agreement and all related security interests on its property shall be released; providedand (v) it will cease to be subject to the provisions of this Agreement as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, howeveror being deemed to become, a Restricted Subsidiary pursuant to Section 5.14(b), (i) all of its Indebtedness will be deemed incurred at that immediately time for purposes of Section 6.1; (ii) Investments therein previously charged under Section 6.7 will be credited thereunder; (iii) it may be required to become a Guarantor pursuant to Section 5.10; and (iv) it will thenceforward be subject to the provisions of this Agreement as a Restricted Subsidiary. (e) Any designation by the Board of Directors of a Subsidiary as an Unrestricted Subsidiary after the Closing Date will be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolutions of the Board of Directors giving effect to such designation: (1) the Issuer could Incur $1.00 designation and a certificate of additional Indebtedness as Ratio Debt or (2) an officer of the Fixed Charge Coverage Ratio for Borrower certifying that the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for designation complied with the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andforegoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Unless defined or designated as an Unrestricted Subsidiary, any direct or indirect parent of the Issuer may designate any Person that becomes a Subsidiary of the Issuer Corporation or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary subject to the provisions of the next paragraph. The Corporation may designate a Subsidiary (including any existing Subsidiary and any a newly formed or newly acquired or newly formed Subsidiary Subsidiary) of the Issuer) to be Corporation or any of its Restricted Subsidiaries as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns or holds any Equity Interests Capital Stock or Indebtedness of, or owns or holds any Lien on any property Property of, the Issuer Corporation, or any other Restricted Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designatedCorporation; provided, however, that (i) such designation is effective on the Subsidiary to be so designated and its Subsidiaries do not at Issue Date or within 30 days after the time of designation have any Indebtedness pursuant to which the lender has recourse to any first meeting of the assets Board of Directors to occur following the date on which such Subsidiary became a Subsidiary of the Issuer Corporation or any of its a Restricted Subsidiaries; provided, further, however, that either: Subsidiary or (iii) the Subsidiary to be so designated has total consolidated assets of US $1,000 or less; or (ii) if such . An Unrestricted Subsidiary has consolidated assets greater than $1,000, then may be redesignated as a Restricted Subsidiary upon compliance with the provisions of the next paragraph. The designation of an Unrestricted Subsidiary or removal of such designation would shall be permitted under Section 3.4made by the Board of Directors pursuant to a Board Resolution delivered to the Trustee and shall be effective as of the date specified in such Board Resolution, which shall not be prior to the date such Board Resolution is delivered to the Trustee. (b) The Board Corporation will not, and will not permit any of Directors its Restricted Subsidiaries to, take any action or enter into any transaction or series of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be transactions that would result in a Person becoming a Restricted Subsidiary; providedSubsidiary (whether through an acquisition or otherwise) unless, however, that immediately after giving effect to such designation: action, transaction or series of transactions, on a pro forma basis, (1i) the Issuer Corporation could Incur at least US $1.00 of additional Indebtedness as Ratio Debt pursuant to clause (i) of paragraph (a) of Section 3.03 and (ii) no Default or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries Event of Default would occur or be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andcontinuing.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors SCHEDULE 7.07 sets forth a complete and accurate list of the Issuer or any direct or indirect parent Borrower's Unrestricted Subsidiaries as of the Issuer may Closing Date. From and after the Closing Date, the Borrower shall not designate any Restricted Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be as an Unrestricted Subsidiary unless unless: (i) immediately prior to and after giving effect to such Subsidiary change in designation no Default or any an Event of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, Default would exist and (ii) the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary designation of the Subsidiary to be so designatedas an Unrestricted Subsidiary would not have a Material Adverse Effect; providedPROVIDED, however, that Borrower may not designate any Restricted Subsidiaries as Unrestricted Subsidiaries if the Subsidiary to be aggregate operating income of the Restricted Subsidiaries so designated at that time would account for more than 30% of the consolidated operating income of the Borrower and its Consolidated Subsidiaries do not at for the time most recently completed four fiscal quarters. Thereafter for purposes of designation have any Indebtedness pursuant to which such calculation: (x) operating income of Unrestricted Subsidiaries will be excluded from the lender has recourse to any consolidated operating income of the assets of the Issuer or any of Borrower and its Restricted Subsidiaries; provided, further, however, that either: Consolidated Subsidiaries and (iy) the Subsidiary to fiscal quarters used previously will be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4excluded. (b) The Board of Directors of From and after the Issuer or any direct or indirect parent of Closing Date, the Issuer may Borrower shall not designate any Unrestricted Subsidiary to be which otherwise meets the definition of a Restricted Subsidiary; provided, howeveras a Restricted Subsidiary, that unless if, and only if, immediately after giving effect to such change in designation: : (1i) the Issuer any and all outstanding Indebtedness of such Subsidiary could Incur $1.00 of additional Indebtedness as Ratio Debt or then have been incurred in compliance with SECTION 7.01 and (2ii) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to and after giving effect to such change in designation no Default or an Event of Default would exist; PROVIDED, however, that if Borrower has designated a Subsidiary which was previously treated as a Restricted Subsidiary as an Unrestricted Subsidiary during the term of this Agreement, Borrower may not again designate such Subsidiary as a Restricted Subsidiary without the consent of the Required Lenders. (c) Any change in designation pursuant to this SECTION 7.07 will be made by the Borrower giving written notice to the Administrative Agent not less than thirty nor more than sixty days prior to the date for such change in designation, in each case on specifying such date and the name of the Subsidiary whose designation is to be so changed, which notice will be accompanied by an officer's certificate certifying that the conditions required for such change in designation will not be violated. The Administrative Agent will promptly provide a Pro Forma Basis taking into account copy of such designationdesignation request to the Lenders. Notwithstanding the foregoing, andif due to an acquisition or other event, in either case to the extent permitted by this Agreement, which would cause a Person which was not previously a Consolidated Subsidiary to become a Consolidated Subsidiary, Borrower may immediately elect to have such Person not become a Consolidated Subsidiary, but instead to be designated as an Unrestricted Subsidiary, without regard to the notice period set forth above.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of From and after the Issuer or any direct or indirect parent of Closing Date, the Issuer Company may designate any Restricted Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the IssuerRestricted Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, other than the Issuer as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (1) no Default or any other Subsidiary Event of Default has occurred and is continuing after giving effect to such Designation; (2) the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Restricted Subsidiary to be so designated and its Subsidiaries do not at the time of designation have Designation own any Capital Stock or Indebtedness pursuant of, or own or hold any Lien with respect to, the Company or any other Restricted Subsidiary of the Company that is not a Restricted Subsidiary of the Restricted Subsidiary so designated; (3) such Subsidiary is a Person with respect to which neither the lender has recourse to any of the assets of the Issuer or Company nor any of its Restricted Subsidiaries; provided, further, however, that eitherSubsidiaries has any direct or indirect obligation: (iA) to subscribe for additional Capital Stock of such Restricted Subsidiary; or (B) to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve any specified levels of operating results; and (4) either (A) the Restricted Subsidiary to be so designated has total consolidated assets of $1,000 or less; or less or (iiB) if such Restricted Subsidiary has consolidated assets greater than $1,000, then such designation Designation would be permitted under Section 3.44.08 or the definition of “Permitted Investment.” (b) The Board of Directors of the Issuer or If, at any direct or indirect parent of the Issuer may designate time, any Unrestricted Subsidiary would fail to meet the requirements under Section 4.13(a) as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture, and any Indebtedness of such Subsidiary shall be deemed to be Incurred as of such date. (c) The Company may revoke any Designation of a Restricted Subsidiary; providedSubsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, however, that immediately after giving effect to such designationRevocation: (1) the Issuer could Incur $1.00 all Indebtedness and Liens of additional Indebtedness as Ratio Debt or such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Indenture; and (2) the Fixed Charge Coverage Ratio for the Issuer no Default or Event of Default has occurred and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior is continuing after giving effect to such designation, in each case on a Pro Forma Basis taking into account Revocation. (d) Any such designation, andDesignation or Revocation shall be evidenced to the Trustee by filing with the Trustee an Officer’s Certificate certifying that such Designation or Revocation complies with the foregoing conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Borrower may designate any Restricted Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any in accordance with the definition of its Subsidiaries owns any Equity Interests or Indebtedness of“Unrestricted Subsidiary”; provided that, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: , the Borrower would be in pro forma compliance with the financial covenant set forth in Section 7.11, whether or not such covenant is applicable, no Default or Event of Default shall have occurred and (iii) either (1) the Issuer Borrower could Incur incur $1.00 of additional Indebtedness as Ratio Debt pursuant to Section 7.03(a) or (2) (A) the Fixed Charge Coverage Ratio for the Issuer Borrower and its Restricted Subsidiaries would be equal to or greater than such ratio immediately prior to such designation or (B) the Consolidated Leverage Ratio for the Issuer Borrower and its Restricted Subsidiaries would be equal to or less than such ratio immediately prior to such designation In addition, (a) any Unrestricted Subsidiary must be a Person of which shares of the Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b) such designation will be treated as an Investment by the Borrower or such Restricted Subsidiary, as applicable, made at the time of the designation and (c) each of (I) the Subsidiary to be so designated and (II) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender with respect to such Indebtedness has recourse to any of the assets of the Borrower or any Restricted Subsidiary. All outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment by the Borrower or such Restricted Subsidiary, as applicable, made at the time of the designation. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted under Section 7.06 at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced to the Administrative Agent by delivering to the Administrative Agent a certified copy of the board resolution of the Borrower giving effect to such designation and a certificate signed by an Officer of the Borrower certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by this Section 6.15. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements of an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and (1) any Indebtedness of such Subsidiary, (2) any Liens of such Subsidiary and (3) any Investments of such Subsidiary, in each case shall be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date. The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence, on a Pro Forma Basis taking into account such the date of designation, andof Indebtedness, Liens and Investments by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness, Liens and Investments of such Unrestricted Subsidiary and such designation shall only be permitted if as of such date, (1) such Indebtedness, Liens and Investments are permitted and (2) no Event of Default shall have occurred and be continuing. The Specified Subsidiaries are designated as Unrestricted Subsidiaries under this Agreement as of the Closing Date, and any direct or indirect now or hereafter created or acquired Subsidiary of any of the foregoing. The foregoing sentence does not prohibit or limit in any respect the ability of the Borrower to designate any of the foregoing Persons as Restricted Subsidiaries and thereafter re-designate any or all of such Persons as Unrestricted Subsidiaries, in each case, subject to the terms and conditions of this Section 6.17.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Company may designate any Subsidiary of the Issuer (Subsidiary, including any existing Subsidiary and any a newly acquired or newly formed Subsidiary of the Issuer) created Subsidiary, to be an Unrestricted Subsidiary unless under this Indenture if: (i) the Restricted Subsidiary is not a Significant Subsidiary; (ii) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such designation; (iii) such Subsidiary does not own any Capital Stock of the Company or any of its Subsidiaries owns Restricted Subsidiary or hold any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer Company or any other Restricted Subsidiary; and (iv) the Subsidiary of the Issuer that is not a party to any transaction or arrangement with the Company or any Restricted Subsidiary of that would not be permitted under Section 9.4 (Limitation on Transactions with Shareholders and Affiliates). If the Subsidiary to be so designated; providedbeing designated as an Unrestricted Subsidiary is, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant designation, a Restricted Subsidiary, the consequences set forth in paragraph (c) apply. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either:paragraph (b). (i) A Subsidiary previously designated an Unrestricted Subsidiary which fails to meet the Subsidiary qualifications set forth in paragraph (a) above will be deemed to be so designated has total consolidated assets of $1,000 or less; orbecome at that time a Restricted Subsidiary, subject to the consequences set forth in paragraph (d). (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Company may designate any an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary: (i) all existing Investments of the Company and the Restricted Subsidiaries therein valued at the Company’s proportional share of the fair market value of its assets less liabilities will be deemed made at that time; (ii) all existing Indebtedness of the Company or a Restricted Subsidiary held by it will be deemed incurred at that time, and all Liens on property of the Company or a Restricted Subsidiary held by it will be deemed incurred at that time; (iii) all existing transactions between it and the Company or any Restricted Subsidiary will be deemed entered into at that time; providedand (iv) it will cease to be subject to the provisions of this Indenture and the Notes as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, howeveror being deemed to become, a Restricted Subsidiary: (i) all of its Indebtedness and Disqualified Stock will be deemed incurred at that immediately after time for purposes of Section 9.2 (Limitations on Indebtedness); (ii) Investments therein previously charged under Section 9.5 (Limitation on Restricted Payments), as adjusted to reflect any change in the Company’s proportional share of the fair market value of its assets less liabilities, will be credited thereunder; and (iii) it will thenceforward be subject to the provisions of this Indenture and the Notes as a Restricted Subsidiary. Any designation by the Company of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary shall, unless so noted by the Company, be deemed to include the designation of all of the Subsidiaries of such Subsidiary. Any designation by the Company of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the Trustee by delivering to the Trustee a copy of the resolutions of the Board of Directors giving effect to such designation: the designation and an Officers’ Certificate certifying that the designation complied with the foregoing provisions, not later than the next succeeding delivery of financial statements as required under Section 9.6 (1) the Issuer could Incur $1.00 Delivery of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andFinancial Statements).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Designate any Restricted Subsidiary to be an Unrestricted Subsidiary only if (and any other attempted designation shall be null and void): (i) the Borrower could make the Investment which is deemed to occur upon such designation in accordance with Section 6.05 equal to the appropriate Fair Market Value of all outstanding Investments owned by the Borrower and the Restricted Subsidiaries in such Subsidiary at the time of such designation; (ii) such Restricted Subsidiary meets the definition of an “Unrestricted Subsidiary”; (iii) the designation would not constitute or cause (with or without the passage of time) a Default or Event of Default or no Default or Event of Default would be in existence following such designation; (iv) the Borrower delivers to the Administrative Agent a certified copy of a resolution of the Board of Directors of the Issuer or any direct or indirect parent Borrower giving effect to such designation and a Responsible Officer's Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 6.06. In connection with the occurrence of a Contract Unwind Trigger, the Issuer Borrower may designate any cause an applicable Restricted Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be designated as an Unrestricted Subsidiary unless such Subsidiary if it meets the conditions set forth in this clause (a) of Section 5.16, in each case, as soon as practicable thereafter but not later than 20 Business Days or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the as soon as practicable thereafter where applicable local law requires additional time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4for compliance with applicable legal requirements. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate Designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary only if (and any other attempted designation shall be null and void): (i) the Borrower and the Restricted Subsidiaries could incur the Debt which is deemed to be incurred upon such designation under Section 6.02, equal to the total Debt of such Subsidiary calculated on a pro forma basis as if such designation had occurred on the first day of the four-quarter reference period; (ii) the designation would not constitute or cause a Default or Event of Default; provided, however, that immediately after and (iii) the Borrower delivers to the Administrative Agent a certified copy of a resolution of the Board of Directors of the Borrower giving effect to such designation: designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions, including the incurrence of Debt under Section 6.02. Upon the occurrence of a Contract Winning Trigger, the Borrower shall be required to designate each applicable Subsidiary as a Restricted Subsidiary and a Guarantor and pledge its assets and property as Collateral pursuant to Section 5.12, and shall be required to comply with the conditions set forth in this clause (1b) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andconnection therewith.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Restricted Subsidiary of the Issuer (including any existing Subsidiary other than the Co-Issuer and any newly acquired or newly formed Subsidiary of the IssuerCSL National) to be an Unrestricted Subsidiary unless such Subsidiary or Subsidiary; provided that: (i) any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, guarantee by the Issuer or any other Restricted Subsidiary of the Issuer that is not a Subsidiary any Indebtedness of the Subsidiary being so designated will be deemed to be so designated; providedan incurrence of Indebtedness by the Issuer or such Restricted Subsidiary (or both, however, that the Subsidiary to be so designated and its Subsidiaries do not if applicable) at the time of designation have such designation, and such incurrence of Indebtedness would be permitted under Section 4.09 hereof; (ii) the aggregate fair market value (as determined in good faith by the Issuer) of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary being so designated (including any guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness pursuant of such Subsidiary) will be deemed to which the lender has recourse to any be an Investment made as of the assets time of such designation and that such Investment would be permitted under Section 4.07 hereof; (iii) the Subsidiary being so designated (A) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: except (i) to the Subsidiary to extent such guarantee or credit support would be so designated has total consolidated assets of $1,000 released upon such designation or less; or (ii) if a pledge of the Equity Interests of the Unrestricted Subsidiary that is the obligor thereunder; and (B) is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Subsidiary has consolidated assets greater than $1,000, then Person’s financial condition or to cause such designation Person to achieve any specified levels of operating results; and (iv) no Default or Event of Default would be permitted under Section 3.4in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by this Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements described in clause (iii) of Section 4.18(a), it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness, Investments, or Liens on the property, of such Subsidiary will be deemed to be incurred or made by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness, Investments or Liens are not permitted to be incurred or made as of such date under this Indenture, the Issuer will be in default under this Indenture. (c) The Board of Directors of the Issuer or may at any direct or indirect parent of the Issuer may time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designationprovided that: (1i) Such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer could Incur $1.00 of additional any outstanding Indebtedness as Ratio Debt (including any Obligations that are non-recourse) of such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is permitted under Section 4.09 hereof; and (ii) No Default or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries Event of Default would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to in existence following such designation, in each case on a Pro Forma Basis taking into account such designation, and.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors or chief financial officer of the Issuer or any direct or indirect parent of the Issuer Parent may designate any Subsidiary of the Issuer Parent (other than, after the consummation of a Holdco Transaction, the Borrower), including any existing Subsidiary and any a newly acquired or newly formed created Subsidiary of the Issuer) Parent, to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, if it meets the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing qualifications: (i) the such Subsidiary to be so designated has total consolidated assets does not own any Equity Interest of $1,000 Parent or less; orany other Restricted Subsidiary of Parent; (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation Parent would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value (as determined by the Borrower in good faith) of all Investments of Parent or its Restricted Subsidiaries in such Subsidiary (valued at Parent’s and its Restricted Subsidiaries’ proportional share of the fair market value (as determined by the Borrower in good faith) of such Subsidiary’s assets less liabilities); (iii) any Guarantee or other credit support thereof by Parent or any Restricted Subsidiary of Parent is permitted under Section 3.46.1 or Section 6.7; (iv) neither Parent nor any Restricted Subsidiary of Parent has any obligation to subscribe for additional Equity Interests of such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 6.1 or Section 6.7; (v) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such designation; (vi) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of Parent or a Restricted Subsidiary of Parent; and (vii) such Subsidiary does not own (or hold an exclusive license in respect of) any Intellectual Property other than ownership or a license resulting from a Permitted IP Transfer. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any (i) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections (a)(i), (a)(iii), (a)(iv) or (a)(vi) of Section 5.12 will be deemed to become at that time a Restricted Subsidiary; provided, however, that immediately after giving effect subject to such designation: the consequences set forth in subsection (1d) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andSection 5.12.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Borrower may designate any Subsidiary of the Issuer (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including any existing Subsidiary and any a newly acquired or newly formed Subsidiary of the Issuer) created Subsidiary, to be an Unrestricted Subsidiary unless if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Third Amendment and Restatement Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) such Subsidiary does not own any capital stock of the Borrower or any of its Subsidiaries owns Restricted Subsidiary; (ii) such Subsidiary does not hold any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer Borrower or any other Subsidiary of Restricted Subsidiary, in each case except to the Issuer that is not a Subsidiary of the Subsidiary to be so designated; providedextent permitted by Section 7.01 or 7.02, however, that the Subsidiary to be so designated and its Subsidiaries do not respectively; (iii) at the time of designation have any Indebtedness pursuant to which designation, the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4.7.08; (biv) The Board of Directors to the extent the Indebtedness of the Issuer Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any direct Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or indirect parent arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Issuer may designate any Unrestricted Subsidiary or to be a Restricted Subsidiary; provided, however, that immediately after giving effect maintain or preserve its financial condition or cause it to such designation: (1) achieve specified levels of operating results except to the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer extent permitted by Sections 7.01 and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, and7.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless if: (i) either (A) the Issuer or a Restricted Subsidiary, as the case may be, is permitted to make an Investment in such Subsidiary equal to the sum of the (1) Fair Market Value of the Capital Stock of such Subsidiary plus (2) the amount of any Debt owed by such Subsidiary to the Issuer, in each case pursuant to Section 4.10(a), or (3) such Investment constitutes a Permitted Investment; (ii) immediately after giving pro forma effect to such designation, the Issuer could Incur at least $1.00 of additional Debt pursuant to Section 4.09(a)(i); and (iii) such Subsidiary does not own any of its Subsidiaries owns any Equity Interests Capital Stock or Indebtedness Debt of, or owns own or holds hold any Lien on any property Property of, the Issuer or any Restricted Subsidiary and does not have any Debt other than Non-Recourse Debt. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Issuer that is not will be classified as a Subsidiary of the Subsidiary to be so designatedRestricted Subsidiary; provided, however, that the such Subsidiary to shall not be so designated a Restricted Subsidiary and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the shall be automatically classified as an Unrestricted Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Person is a Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4of an Unrestricted Subsidiary. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt (other than Debt pursuant to the Indenture) that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against any such Unrestricted Subsidiary). (c) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that immediately after giving pro forma effect to such designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, and,

Designation of Restricted and Unrestricted Subsidiaries. (ai) The Board of Directors or chief financial officer of Company may designate any Subsidiary of the Company, including a newly acquired or created Subsidiary of Company, to be an Unrestricted Subsidiary if it meets the following qualifications: (A) such Subsidiary does not own any Equity Interest of Company or any other Restricted Subsidiary of Company; (B) Company would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value (as determined by the Company in good faith) of all Investments of Company or its Restricted Subsidiaries in such Subsidiary (valued at Company’s and its Restricted Subsidiaries’ proportional share of the fair market value (as determined by the Company in good faith) of such Subsidiary’s assets less liabilities); (C) any Guarantee or other credit support thereof by Company or any Restricted Subsidiary of Company is permitted under Section 8(a) or Section 8(g); (D) neither Company nor any Restricted Subsidiary of Company has any obligation to subscribe for additional Equity Interests of such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 8(a) or Section 8(g); (E) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such designation; and (F) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of Company or a Restricted Subsidiary of Company. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (ii). (ii) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections (i)(A), (i)(C), (i)(D) or (i)(F) of this Section 7(k) will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in subsection (iv) of Section 7(k). (iii) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Company may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if no Event of Default exists at the time of the designation and the designation would not cause an Event of Default. (iv) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (A) all existing Investments of Company and the Restricted Subsidiaries of Company therein (valued at Company’s and its Restricted Subsidiaries’ proportional share of the fair market value of its assets less liabilities) will be deemed made at that time; (B) all existing Equity Interest or Indebtedness of Company or a Restricted Subsidiary of Company held by it will be deemed issued or incurred, as applicable, at that time, and all Liens on property of Company or a Restricted Subsidiary of Company securing its obligations will be deemed incurred at that time; (C) all existing transactions between it and Company or any Restricted Subsidiary of Company will be deemed entered into at that time; (D) it will be released at that time from its Guaranty; providedand (E) it will cease to be subject to the provisions of this Agreement as a Restricted Subsidiary. (v) Upon an Unrestricted Subsidiary becoming, howeveror being deemed to become, a Restricted Subsidiary pursuant to Section 7(k)(ii), (A) all of its Indebtedness and Liens will be deemed incurred at that immediately time for purposes of Section 8(a) and Section 8(g), as applicable; (B) all Investments therein previously charged under Section 8(g) will be credited thereunder; (C) it shall be required to become a Guarantor pursuant to Section 8(i) if required thereunder; and (D) it will be subject to the provisions of this Agreement as a Restricted Subsidiary. (vi) Any designation by the Board of Directors or chief financial officer of Company of a Subsidiary as an Unrestricted Subsidiary after the Closing Date will be evidenced to the Investors by promptly filing with the Investors a copy of the resolutions of the Board of Directors giving effect to such designation: (1) the Issuer could Incur $1.00 designation and a certificate of additional Indebtedness as Ratio Debt or (2) a Responsible Officer certifying that the Fixed Charge Coverage Ratio for designation complied with the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andforegoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board Unless designated as an Unrestricted Subsidiary in accordance with Section 7.08(b), any Person (other than Compressco, any other Unrestricted Subsidiary existing on the Closing Date or any future subsidiaries of Directors any of the Issuer or any direct or indirect parent of the Issuer may designate any foregoing Unrestricted Subsidiaries) that becomes a Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary Company or any of its Restricted Subsidiaries owns shall be classified as a Restricted Subsidiary. (b) The Borrower may designate any Equity Interests Restricted Subsidiary as an Unrestricted Subsidiary and any Unrestricted Subsidiary as a Restricted Subsidiary by notice in writing given to the Administrative Agent; provided that, (i) the Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary unless: (A) such Restricted Subsidiary does not own, directly or indirectly, any Indebtedness of, or owns or holds any Lien on any property of, Capital Stock of the Issuer Borrower or any other Restricted Subsidiary and (B) immediately before and after such designation no Default or Event of Default shall have occurred and be continuing or would exist after giving effect to such designation; (ii) the Issuer that is Borrower may not designate a Subsidiary Guarantor as an Unrestricted Subsidiary; (iii) after giving effect to such designation on a Pro Forma Basis, on the date of such designation, the Leverage Ratio shall be less than 3.25:1.00; (iv) no Restricted Subsidiary to may be so designated; provideddesignated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary; (v) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary, howeveror any of its Subsidiaries, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have has incurred, created, assumed, guaranteed or become liable for any Indebtedness pursuant to which the lender any holder thereof has recourse to any of the assets of the Issuer Borrower or any Restricted Subsidiary as security for such Indebtedness, and no Unrestricted Subsidiary may, at any time, incur, create, assume or be liable for any Indebtedness pursuant to which any holder thereof has recourse to any of its the assets of the Borrower or any Restricted Subsidiaries; providedSubsidiary as security for such Indebtedness; (vi) such designation does not violate the ABL Facility; (vii) the Borrower shall deliver to the Administrative Agent prior to such designation a certificate of a Responsible Officer of the Borrower, furthertogether with all relevant financial information reasonably requested by the Administrative Agent, however, that either: demonstrating compliance with the foregoing clauses (i) through (vi) of this Section 7.08 and, if applicable, certifying that such Subsidiary meets the Subsidiary to be so designated has total consolidated assets requirements of $1,000 or less; oran “Unrestricted Subsidiary”; (iiviii) if no Subsidiary may be designated as an Unrestricted Subsidiary if, after such Subsidiary has consolidated assets greater than $1,000designation, then such designation it would be permitted a “Restricted Subsidiary” under Section 3.4.the ABL Facility, any indenture or other agreement or instrument evidencing, governing the rights of the holders of or otherwise relating to any Material Indebtedness of the Borrower or any other Subsidiary; (bix) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any notwithstanding Section 7.04(h), if an Unrestricted Subsidiary to be is designated as a Restricted Subsidiary; provided, however, that immediately after giving effect all outstanding Indebtedness and Liens of such Subsidiary shall be deemed to have been incurred as of the date of such designation:; and (1x) if a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Issuer could Incur $1.00 aggregate Fair Market Value of additional Indebtedness as Ratio Debt or (2) all outstanding Investments owned by the Fixed Charge Coverage Ratio for the Issuer Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 7.11 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower, provided that designation will only be permitted if the Investment would be equal permitted at the time pursuant to or greater than such ratio for Section 7.11 and if the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andSubsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Parent may designate any Subsidiary of the Issuer (Subsidiary, including any existing Subsidiary and any a newly acquired or newly formed Subsidiary of the Issuer) created Subsidiary, to be an Unrestricted Subsidiary unless such if it meets the following qualifications and the designation would not cause a Default: (i) Such Subsidiary does not own any Capital Stock of the Company, Parent or any Restricted Subsidiary or hold any of its Subsidiaries owns any Equity Interests or Indebtedness Debt of, or owns or holds any Lien on any property of, the Issuer Company, Parent or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designatedRestricted Subsidiary; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; orand (ii) if such Subsidiary has consolidated assets greater than $1,000At the time of the designation, then such the designation would be permitted under Section 3.44.07. (iii) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Company, Parent or any Restricted Subsidiary is permitted under Section 4.06 and Section 4.07. (iv) The Subsidiary is not party to any transaction or arrangement with the Company, Parent or any Restricted Subsidiary that would not be permitted under Section 4.15. (v) None of the Company, Parent or any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 4.06 and Section 4.07. Once so designated the Subsidiary will remain an Unrestricted Subsidiary, subject to clause (b). (i) A Subsidiary previously designated an Unrestricted Subsidiary which fails to meet the qualifications set forth in clause (a) will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in clause (d). (ii) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Parent may designate any an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary: (i) all existing Investments of the Company, Parent and the Restricted Subsidiaries therein (valued at Parent’s proportional share of the fair market value of its assets less liabilities) will be deemed made at that time; (ii) all existing transactions between it and the Company, Parent or any Restricted Subsidiary will be deemed entered into at that time; (iii) it is released at that time from its Note Guaranty, if any; (iv) the release of the Liens on the Intercompany Loan where such Subsidiary is the Loan Recipient; (v) the release of the Liens on the Share Collateral where such Subsidiary is the issuer or the shares constituting such Share Collateral; providedand (vi) it will cease to be subject to the provisions of the Indenture as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, howeveror being deemed to become, a Restricted Subsidiary, (i) all of its Debt and Disqualified or Preferred Stock will be deemed Incurred at that immediately after time for purposes of Section 4.06, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.14; (ii) Investments therein previously charged under Section 4.07 will be credited thereunder; (iii) it may be required to issue a Note Guaranty pursuant to Section 4.11; and (iv) the Company, Parent or Restricted Subsidiary may be required to grant a first-priority perfected security interest in the Equity Interests of such Subsidiary pursuant to Section 4.12(a); and may be required to grant a first-priority perfected security interest in any Intercompany Loans entered into thenceforward pursuant to Section 4.12(a); and (v) it will thenceforward be subject to the provisions of the Indenture as a Restricted Subsidiary. (e) Any designation by the Board of Directors of Parent of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation:the designation and an Officers’ Certificate certifying that the designation complied with the foregoing provisions. (1f) The designation of a Subsidiary of Parent as an Unrestricted Subsidiary will be deemed to include the Issuer could Incur $1.00 designation of additional Indebtedness as Ratio Debt or (2) all of the Fixed Charge Coverage Ratio for Subsidiaries of such Subsidiary, unless otherwise determined by the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andBoard of Directors of Parent.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, and

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be Unless designated as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary Schedule 7.14 as of the Issuer date hereof or thereafter, in compliance with Section 9.17(b) or Section 9.17(d), any Person that is not becomes a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer Parent or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to Subsidiaries shall be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4classified as a Restricted Subsidiary. (b) The Board of Directors Parent may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary (other than the Borrower), including a newly or to be formed or newly or to be acquired Subsidiary, as an Unrestricted Subsidiary if (i) prior, and immediately after giving effect, to such designation, no Default would exist and (ii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an amount equal to the fair market value as of the Issuer or any direct or indirect parent date of such designation of the Issuer Parent’s and its Restricted Subsidiaries’ direct and indirect ownership interest in such Subsidiary and such Investment would be permitted to be made at the time of such designation under Section 9.05. Except as provided in this Section 9.17, no Restricted Subsidiary may be designated as an Unrestricted Subsidiary. (c) The Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately Subsidiary if after giving effect to such designation: , (1i) the Issuer could Incur $1.00 representations and warranties of additional Indebtedness the Parent, the Borrower and the other Restricted Subsidiaries contained in each of the Loan Documents are true and correct in all material respects on and as Ratio Debt or of such date as if made on and as of the date of such redesignation (2or, if stated to have been made expressly as of an earlier date, were true and correct in all material respects as of such date), (ii) no Default exists, (iii) the Fixed Charge Coverage Ratio for Parent and the Issuer Borrower comply with the requirements of Section 8.14(b) and Section 8.16 and (iv) the Parent directly or indirectly owns all of the Equity Interests in such Subsidiary. Any such designation shall be treated as a cash dividend to the Parent or the Borrower in an amount equal to the lesser of (A) the fair market value of the Borrower’s and its Restricted Subsidiaries would be equal to Subsidiaries’ direct ownership interests in such Subsidiary and (B) the amount of the Parent or greater than such ratio for the Issuer Borrower’s and its Restricted Subsidiaries immediately prior Subsidiaries’ aggregate investment previously made for purposes of the limitation on Investments under Section 9.05. Upon the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, all Investments previously made in such Unrestricted Subsidiary shall no longer be counted in determining the limitation on Investments under Section 9.05(k). (d) Each Subsidiary of an Unrestricted Subsidiary shall automatically be designated as an Unrestricted Subsidiary. (e) Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 9.17, (i) such Subsidiary shall be automatically released from all obligations, if any, under the Loan Documents, including the Guaranty and Security Agreement and all other applicable Security Instruments and (ii) all Liens granted pursuant to the Guaranty and Security Agreement and all other applicable Security Instruments on the Property of, and the Equity Interests in, such designation, in each case on a Pro Forma Basis taking into account such designation, andUnrestricted Subsidiary shall be automatically released.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board Issuer may designate any Restricted Subsidiary of Directors the Issuer to be an Unrestricted Subsidiary; provided that: (i) any guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Issuer or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 6.10; (ii) the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary being so designated (including any guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) will, unless it otherwise constitutes a Permitted Investment, be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 6.9; (iii) such Subsidiary does not hold any Liens on any property of the Issuer or any Restricted Subsidiary thereof; (iv) the Subsidiary being so designated: (A) is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer obligation (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issueri) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any subscribe for additional Equity Interests or Indebtedness of, (ii) to maintain or owns preserve such Person’s financial condition or holds to cause such Person to achieve any Lien on any property of, the Issuer specified levels of operating results; (B) has not guaranteed or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have otherwise directly or indirectly provided credit support for any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries, except to the extent such guarantee or credit support would be released upon such designation; provided, further, however, that either:and (iC) is not a party to any agreement or understanding with the Subsidiary to be so designated has total consolidated assets Issuer or any of $1,000 or less; or (ii) if its Restricted Subsidiaries unless the terms of any such Subsidiary has consolidated assets greater than $1,000, then such designation agreement would be permitted under Section 3.46.12; and (v) no Default or Event of Default would be in existence following such designation. (b) The Board Any designation of Directors a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by the Issuer providing a copy of a written notice of the Chief Executive Officer and/or the Chief Financial Officer of the Issuer notifying the Trustee of such designation. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements described in subclauses (A) or (B) of Section 6.5(a)(iv) above, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any direct Indebtedness of such Subsidiary will be deemed to be Incurred or indirect parent made by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness, Investments or Liens are not permitted to be Incurred or made as of such date under this Indenture, the Issuer will be in default under this Indenture. For the avoidance of doubt, any Subsidiary of the Issuer shall be a Restricted Subsidiary unless designated as an Unrestricted Subsidiary pursuant to the foregoing. (c) The Chief Executive Officer and/or the Chief Financial Officer of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designationprovided that: (1i) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is permitted under the covenant described under Section 6.10; (ii) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under the covenant described under Section 6.9, provided that such outstanding Investments shall be valued at the lesser of (A) the Issuer could Incur $1.00 Fair Market Value of additional Indebtedness as Ratio Debt or such Investments measured on the date of such designation and (2B) the Fixed Charge Coverage Ratio for Fair Market Value of such Investments measured at the time each such Investment was made by such Unrestricted Subsidiary; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 6.6; and (iv) no Default or Event of Default would be in existence following such designation. (d) Any Unrestricted Subsidiary of the Issuer and its that has not been designated as a Restricted Subsidiaries would be equal Subsidiary pursuant to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andforegoing shall remain an Unrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) Borrower to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that if: (a) the Subsidiary to be so designated and its Subsidiaries do does not at own any Capital Stock or Indebtedness of, or own or hold any Lien on any Property of, the time of designation have Borrower or any Indebtedness pursuant to which the lender has recourse to other Restricted Subsidiary, and (b) any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing: (i1) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or, (ii2) if such the Subsidiary has consolidated assets greater than $1,000, then such the designation would be permitted under Section 3.4.7.02, or (b3) the designation is effective immediately upon the entity becoming a Subsidiary of the Borrower. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Borrower will be classified as a Restricted Subsidiary; provided that the Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the second immediately following paragraph will not be satisfied after giving pro forma effect to the classification or if the Person is a Subsidiary of an Unrestricted Subsidiary. Except as provided in the first sentence of the preceding paragraph, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition, neither the Borrower nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary in existence and classified as an Unrestricted Subsidiary at the time the Borrower or the Restricted Subsidiary is liable for that Indebtedness (including any right to take enforcement action against that Unrestricted Subsidiary). The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that immediately after giving pro forma effect to such the designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, and,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Borrower may designate any Subsidiary of the Issuer (Subsidiary, including any existing Subsidiary and any a newly acquired or newly formed Subsidiary of the Issuer) created Subsidiary, to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, if it meets the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing qualifications: (i) the such Subsidiary to be so designated has total consolidated assets does not own any Equity Interest of $1,000 any Obligor or less; orany other Restricted Subsidiary; (ii) if such any guarantee or other credit support thereof by any Obligor or any other Restricted Subsidiary has consolidated assets greater than $1,000, then such designation would be is permitted under Section 3.46.01; (iii) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result from such designation; (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of the Obligors or their respective Restricted Subsidiaries; and (v) immediately after such designation and as of each Test Period ending thereafter, the aggregate total assets of all Unrestricted Subsidiaries does not exceed an amount equal to 7.5% of the Consolidated Total Net Assets as of the most recently ended Test Period. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (b) The Board If the Consolidated Total Net Assets of Directors all Unrestricted Subsidiaries so designated by the Borrower shall at any time exceed the threshold amount set forth in subsection (a)(v) of this Section 5.12, then Unrestricted Subsidiaries that are so designated at such time shall automatically be redesignated as Restricted Subsidiaries (starting with the Issuer largest Unrestricted Subsidiary and continuing with the next largest and so on) until such threshold amount is no longer exceeded, subject to the consequences set forth in subsection (d). (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) all existing Indebtedness of any Obligor or its Restricted Subsidiaries held by it will be deemed incurred at that time, and all Liens on property of any Obligor or its Restricted Subsidiaries held by it will be deemed incurred at that time; (ii) all existing transactions between it and any Obligor or any direct or indirect parent Restricted Subsidiary will be deemed entered into at that time; (iii) it is released at that time from the Loan Documents to which it is a party and all related security interests on its property shall be released; and (iv) it will cease to be subject to the provisions of the Issuer this Agreement as a Restricted Subsidiary. (d) The Borrower may designate any an Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if the designation would not cause an Event of Default. Upon an Unrestricted Subsidiary becoming, howeveror being deemed to become, that immediately after giving effect a Restricted Subsidiary pursuant to such designation:Section 5.12(b), (1i) all of its Indebtedness will be deemed incurred at that time for purposes of Section 6.01; (ii) all Liens on its property will be deemed incurred at that time for purposes of Section 6.02; (iii) if it is a Domestic Subsidiary of the Issuer could Incur $1.00 Borrower (unless it is an Excluded Subsidiary), it shall be required to become a Guarantor pursuant to this Agreement within the time frame set forth in Section 5.11; and (iv) it will thenceforward be subject to the provisions of additional Indebtedness this Agreement as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its a Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andSubsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless if: (i) either (A) the Issuer or a Restricted Subsidiary, as the case may be, is permitted to make an Investment in such Subsidiary equal to the sum of the (1) Fair Market Value of the Capital Stock of such Subsidiary plus (2) the amount of any Debt owed by such Subsidiary to the Issuer, in each case pursuant to Section 4.10(a), or (B) such Investment constitutes a Permitted Investment; (ii) immediately after giving pro forma effect to such designation, the Issuer could Incur at least $1.00 of additional Debt pursuant to Section 4.09(a)(i); and (iii) such Subsidiary does not own any of its Subsidiaries owns any Equity Interests Capital Stock or Indebtedness Debt of, or owns own or holds hold any Lien on any property Property of, the Issuer or any Restricted Subsidiary and does not have any Debt other than Non-Recourse Debt. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Issuer that is not will be classified as a Subsidiary of the Subsidiary to be so designatedRestricted Subsidiary; provided, however, that the such Subsidiary to shall not be so designated a Restricted Subsidiary and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the shall be automatically classified as an Unrestricted Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Person is a Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4of an Unrestricted Subsidiary. (b) Except as provided in Sections 4.15(a) or (c), no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary, and neither the Issuer nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt (other than Debt pursuant to this Indenture) that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against any such Unrestricted Subsidiary). (c) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that immediately after giving pro forma effect to such designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, and,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board Unless designated as an Unrestricted Subsidiary in accordance with Section 7.08(c), any Person (other than any Unrestricted Subsidiary existing on the Closing Date or any future subsidiaries of Directors any such Unrestricted Subsidiary) that becomes a Subsidiary of the Issuer Company or any direct of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (b) Notwithstanding anything in this Agreement or indirect parent any Loan Document to the contrary, (i) no Subsidiary of the Issuer Borrower may be designated as an Unrestricted Subsidiary if it owns or exclusively licenses any Material Intellectual Property at the time of designation; provided that nothing in this Agreement shall prohibit an Unrestricted Subsidiary from owning or holding Material Intellectual Property created by such Unrestricted Subsidiary, and (ii) neither the Borrower nor any Restricted Subsidiary shall be permitted to transfer or assign (whether pursuant to a sale, Disposition, Investment, or otherwise) any Material Intellectual Property to an Unrestricted Subsidiary. (c) The Borrower may designate any Restricted Subsidiary of the Issuer (including any existing as an Unrestricted Subsidiary and any newly acquired or newly formed Unrestricted Subsidiary of as a Restricted Subsidiary by notice in writing given to the IssuerAdministrative Agent; provided that, (i) to be the Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary unless at such time, and in the case of clause (C), at all times thereafter until such Subsidiary is designated as a Restricted Subsidiary: (A) immediately before and after such designation such Restricted Subsidiary does not own, directly or indirectly, any Indebtedness or Capital Stock of the Borrower or any other Restricted Subsidiary, (B) immediately before and after such designation no Default or Event of Default shall have occurred and be continuing or would exist after giving effect to such designation and (C) such designation shall be and such Unrestricted Subsidiary shall continue to exist for bona fide business operational purposes in the ordinary course of business and shall not, for example, be for so called liability management purposes; (ii) after giving effect to such designation on a Pro Forma Basis, on the date of such designation, the Leverage Ratio shall not be greater than 3.00 to 1.00; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary; (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary, or any of its Subsidiaries owns Subsidiaries, is liable for or a lender of any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, of the Issuer Borrower or any other Restricted Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has (with or without recourse to any of the assets of the Issuer Borrower or any Restricted Subsidiary as security for such Indebtedness) or if the Borrower or any Restricted Subsidiary is a lender to such Subsidiary, and no Unrestricted Subsidiary may, at any time, incur, create, assume or be liable for or a lender of its any Indebtedness of the Borrower or any Restricted Subsidiaries; providedSubsidiary (with or without recourse to any of the assets of the Borrower or any Restricted Subsidiary as security for such Indebtedness) or become a lender or creditor to the Borrower or any Restricted Subsidiary or own, furtherdirectly or indirectly, howeverCapital Stock of the Borrower or any Restricted Subsidiary; (v) such designation does not violate the ABL Credit Agreement or ABL Loan Documents; (vi) the Borrower shall deliver to the Administrative Agent prior to such designation a certificate of a Responsible Officer of the Borrower, that either: together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating compliance with the foregoing clauses (i) through (iii) of this Section 7.08 and certifying that such Subsidiary meets the Subsidiary to be so designated has total consolidated assets requirements of $1,000 or less; oran “Unrestricted Subsidiary” and the requirements of this Section 7.08; (iivii) if no Subsidiary may be designated as an Unrestricted Subsidiary or thereafter be an Unrestricted Subsidiary if, after such Subsidiary has consolidated assets greater than $1,000designation, then such designation it would be permitted a “Restricted Subsidiary” (or equivalent term) under Section 3.4.the ABL Credit Agreement or the ABL Loan Documents or any other Material Indebtedness of the Borrower or any other Restricted Subsidiary; (bviii) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any notwithstanding Section 7.04(h), if an Unrestricted Subsidiary to be is designated as a Restricted Subsidiary; provided, however, that immediately after giving effect all outstanding Indebtedness and Liens of such Subsidiary shall be deemed to have been incurred as of the date of such designation:; and (1ix) if a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Issuer could Incur $1.00 aggregate Fair Market Value of additional Indebtedness as Ratio Debt or (2) all outstanding Investments owned by the Fixed Charge Coverage Ratio for the Issuer Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 7.11 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower, provided that designation will only be permitted if the Investment would be equal permitted at the time pursuant to or greater than such ratio for Section 7.11 and if the Issuer Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andthe requirements of this Section 7.08.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Borrower may designate any Subsidiary of the Issuer (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including any existing Subsidiary and any a newly acquired or newly formed Subsidiary of the Issuer) created Subsidiary, to be an Unrestricted Subsidiary unless if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Fourth Amendment and Restatement Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) such Subsidiary does not own any capital stock of the Borrower or any of its Subsidiaries owns Restricted Subsidiary; (ii) such Subsidiary does not hold any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer Borrower or any other Subsidiary of Restricted Subsidiary, in each case except to the Issuer that is not a Subsidiary of the Subsidiary to be so designated; providedextent permitted by Section 7.01 or 7.02, however, that the Subsidiary to be so designated and its Subsidiaries do not respectively; (iii) at the time of designation have any Indebtedness pursuant to which designation, the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4.7.08; (biv) The Board of Directors to the extent the Indebtedness of the Issuer Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any direct Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or indirect parent arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Issuer may designate any Unrestricted Subsidiary or to be a Restricted Subsidiary; provided, however, that immediately after giving effect maintain or preserve its financial condition or cause it to such designation: (1) achieve specified levels of operating results except to the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer extent permitted by Sections 7.01 and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, and7.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) Company to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that if (a) the Subsidiary to be so designated and its Subsidiaries do does not at own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer Company or any of its other Restricted Subsidiaries; provided, further, however, that either: Subsidiary and (b) either (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or less or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation is effective immediately upon such entity becoming a Subsidiary of the Company or any Restricted Subsidiary. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company or of any Wholly Owned Subsidiary will be classified as a Restricted Subsidiary, PROVIDED that the requirements set forth in clauses (x) and (y) of the immediately following paragraph would be satisfied after giving pro forma effect to such classification. Any Person not permitted under by the terms of the immediately preceding sentence to be classified as a Restricted Subsidiary shall be automatically classified as an Unrestricted Subsidiary. Except as provided in the first sentence of this paragraph, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition, neither the Company nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary, but excluding any Limited Recourse Guaranty). Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 3.4. (b) 4.14, such Restricted Subsidiary shall, by execution and delivery of a supplemental indenture in form satisfactory to the Trustee, be released from any Subsidiary Guaranty previously made by such Restricted Subsidiary. The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that immediately after giving pro forma effect to such designation, (x) the Company could Incur at least $1.00 of additional Debt pursuant to Section 4.05(a) and (y) no Default or Event of Default shall have occurred and be continuing or would result therefrom. Any such designation or redesignation by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation: designation or redesignation and an Officers' Certificate (1a) certifying that such designation or redesignation complies with the Issuer could Incur $1.00 foregoing provisions and (b) giving the effective date of additional Indebtedness as Ratio Debt such designation or redesignation, such filing with the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in which such designation or redesignation is made (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designationor, in each the case on of a Pro Forma Basis taking into account designation or redesignation made during the last fiscal quarter of the Company's fiscal year, within 90 days after the end of such designation, andfiscal year).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless if: (i) either (A) the Issuer or a Restricted Subsidiary, as the case may be, is permitted to make an Investment in such Subsidiary equal to the sum of the (1) Fair Market Value of the Capital Stock of such Subsidiary plus (2) the amount of any Debt owed by such Subsidiary to the Issuer, in each case pursuant to Section 4.10(a), or (B) such Investment constitutes a Permitted Investment; (ii) immediately after giving pro forma effect to such designation, the Issuer could Incur at least $1.00 of additional Debt pursuant to Section 4.09(a)(i); and (iii) such Subsidiary does not own any of its Subsidiaries owns any Equity Interests Capital Stock or Indebtedness Debt of, or owns own or holds hold any Lien on any property Property of, the Issuer or any Restricted Subsidiary and does not have any Debt other than Non-Recourse Debt. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Issuer that is not will be classified as a Subsidiary of the Subsidiary to be so designatedRestricted Subsidiary; provided, however, that the such Subsidiary to shall not be so designated a Restricted Subsidiary and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the shall be automatically classified as an Unrestricted Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Person is a Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4of an Unrestricted Subsidiary. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt (other than Debt pursuant to the Indenture) that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against any such Unrestricted Subsidiary). (c) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that immediately after giving pro forma effect to such designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, and,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Subject to Section 10.13(b), the Company may designate any Subsidiary to be a Restricted Subsidiary and may designate any Restricted Subsidiary to be an Unrestricted Subsidiary by giving written notice to each holder of Notes that the Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless Company has made such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness ofdesignation, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the no Subsidiary to may be so designated a Restricted Subsidiary and its Subsidiaries do not no Restricted Subsidiary may be designated an Unrestricted Subsidiary unless, at the time of designation such action and after giving effect thereto, (1) solely in the case of a Restricted Subsidiary being designated an Unrestricted Subsidiary, such Restricted Subsidiary being designated an Unrestricted Subsidiary shall not have any Indebtedness pursuant continuing Investment in the Company or any other Restricted Subsidiary and (2) no Default or Event of Default shall have occurred and be continuing (provided that, with respect to Sections 10.1 and 10.2, calculation of compliance therewith shall be made as of the date of determination under this Section 10.13 and not as of the end of the immediately preceding fiscal quarter of the Company). Any Restricted Subsidiary which has been designated an Unrestricted Subsidiary and which has then been redesignated a Restricted Subsidiary, in each case in accordance with the lender provisions of the first sentence of this Section 10.13, shall not at any time thereafter be redesignated an Unrestricted Subsidiary without the prior written consent of the Required Holders. Any Unrestricted Subsidiary which has recourse been designated a Restricted Subsidiary and which has then been redesignated an Unrestricted Subsidiary, in each case in accordance with the provisions of the first sentence of this Section 10.13, shall not at any time thereafter be redesignated a Restricted Subsidiary without the prior written consent of the Required Holders. If the Company enters into any credit facility or note purchase agreement after the date hereof and New Jersey Natural Gas shall be designated as a “restricted subsidiary” under, then the Company shall, within 10 Business Days of its entering into such credit facility or note purchase agreement, designate New Jersey Natural Gas as a Restricted Subsidiary under this Agreement. If the Company enters into any credit facility or note purchase agreement after the date of Closing and New Jersey Natural Gas shall be subjected to any negative covenants of the assets type included in this Section 10 of the Issuer such credit facility or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000note purchase agreement, then and in any such designation would event the Company shall give written notice thereof to each holder not later than 30 days following the date of execution of any such agreement. Effective on the date of execution of any such agreement, such additional covenant that is included in such agreement and any related definitions shall be permitted under Section 3.4deemed to have been incorporated herein. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such additional covenant. (b) The Board of Directors of Company will cause each Subsidiary that is designated as a Restricted Subsidiary on Schedule 5.4 on the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary date hereof to be at all times remain a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, and.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Wise Intermediate Holdings may designate any Restricted Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the IssuerWise Intermediate Holdings) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer Wise Intermediate Holdings or any other Restricted Subsidiary; provided that (A) any Guarantee by Wise Intermediate Holdings or any Restricted Subsidiary of the Issuer that is not a Subsidiary any Indebtedness of the Subsidiary to be so designated; provided, however, that the Subsidiary to be being so designated shall be deemed an “incurrence” of such Indebtedness and its Subsidiaries do not an “Investment” by Wise Intermediate Holdings or such Restricted Subsidiary (or both, if applicable) at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiariessuch designation; provided, further, however, that either: (iB) either (I) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or less or (iiII) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. 4.04 and (bC) if applicable, the incurrence of Indebtedness and the Investment referred to in clause (A) of this proviso would be permitted under Section 4.03 and Section 4.04. The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Wise Intermediate Holdings may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, provided that (a) immediately after giving pro forma effect to such designation: , (1i) the Issuer could Incur Wise Intermediate Holdings would be able to incur at least $1.00 of additional Indebtedness as under the Fixed Charge Coverage Ratio Debt or described under Section 4.03(a) and (2ii) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation; (b) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such designation and (c) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such designation would, in each case on if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) for all purposes of this Indenture. Any such designation by the Board of Directors of Wise Intermediate Holdings shall be evidenced to the Trustee by promptly filing with the Trustee a Pro Forma Basis taking into account copy of the resolution of the Board of Directors of Wise Intermediate Holdings giving effect to such designation, anddesignation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Borrower may (i) designate any Restricted Subsidiary of the Issuer (including any existing Subsidiary and any newly that is acquired or newly formed Subsidiary of after the IssuerClosing Date) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness ofif, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer designation, such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote or any of its Restricted Subsidiaries; providednot), furtherRegulated Subsidiary, howeverJoint Venture, that either: Immaterial Subsidiary or Owner Trust (iother than a Qualified Owner Trust) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if such after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary has consolidated assets greater than $1,000, then such designation would that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under Section 3.4the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiary. (b) The Board In the case of Directors clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Issuer or any direct or indirect parent Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the Issuer last such request from the Administrative Agent or, if no such prior request was made, since the Closing Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedprovided that such designation will only be permitted, however, that immediately after giving effect to if no Event of Default would be in existence as a result of such designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, and.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Parent Guarantor may designate any Subsidiary of the Issuer (Subsidiary, including any existing Subsidiary and any a newly acquired or newly formed created Subsidiary of (other than the Issuer) Company or the Co-issuer), to be an Unrestricted Subsidiary unless such if it meets the following qualifications and the designation would not cause a Default. (i) Such Subsidiary does not own any Capital Stock of the Parent Guarantor or any Restricted Subsidiary or hold any of its Subsidiaries owns any Equity Interests or Indebtedness Debt of, or owns or holds any Lien on any property of, the Issuer Parent Guarantor or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; orSubsidiary. (ii) if such Subsidiary has consolidated assets greater than $1,000At the time of the designation, then such the designation would be permitted under Section 3.45.08. (iii) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Parent Guarantor or any Restricted Subsidiary is permitted under Section 5.09 and Section 5.08. (iv) The Subsidiary is not party to any transaction or arrangement with the Parent Guarantor or any Restricted Subsidiary that would not be permitted under Section 5.12 after giving effect to the exceptions thereto. (v) Neither the Parent Guarantor nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results, except to the extent permitted by Section 5.09 and Section 5.08. Once so designated the Subsidiary will remain an Unrestricted Subsidiary, subject to paragraph (b). (1) A Subsidiary previously designated an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsection (a) will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in subsection (d). (2) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) all existing Investments of the Parent Guarantor and the Restricted Subsidiaries therein (valued at the Parent Guarantor’s proportional share of the Fair Market Value of its assets less liabilities) will be deemed made at that time; (ii) all existing Capital Stock or Debt of the Parent Guarantor or a Restricted Subsidiary held by it will be deemed Incurred at that time, and all Liens on property of the Parent Guarantor or a Restricted Subsidiary held by it will be deemed Incurred at that time; (iii) all existing transactions between it and the Parent Guarantor or any Restricted Subsidiary will be deemed entered into at that time; (iv) it shall be released at that time from its Note Guaranty, if any; providedand (v) it will cease to be subject to the provisions hereof as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, howeveror being deemed to become, a Restricted Subsidiary, (i) all of its Debt and Disqualified Stock or Preferred Stock will be deemed Incurred at that immediately after time for purposes of Section 5.09 but will not be considered the sale or issuance of Equity Interests for purposes of Section 5.07; (ii) Investments therein previously charged under Section 5.08 will be credited thereunder; (iii) it may be required to issue a Note Guaranty pursuant to Section 5.13; and (iv) it will thenceforward be subject to the provisions hereof as a Restricted Subsidiary. (e) Any designation by the Parent Guarantor of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) designation and an Officers’ Certificate certifying that the Fixed Charge Coverage Ratio for designation complied with the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andforegoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or Company may at any direct or indirect parent of the Issuer may time designate any Restricted Subsidiary of the Issuer (including any existing as used herein, a “Proposed Re-Designated Subsidiary”) that is not a Borrower or a Material Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be has not previously been an Unrestricted Subsidiary unless as an Unrestricted Subsidiary; in each case, so long as (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) no such Proposed Re-Designated Subsidiary or may be designated as an Unrestricted Subsidiary if any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary (in either case unless such Subsidiaries are also Proposed Re-Designated Subsidiaries being designated as Unrestricted Subsidiaries simultaneously therewith), however, that (iii) immediately after giving effect to such designation: (1) designation the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer Company and its Restricted Subsidiaries would shall be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designationin compliance, in each case calculated on a Pro Forma Basis taking into account pursuant to Section 1.09, with the covenants set forth in Section 7.11, (iv) such Proposed Re-Designated Subsidiary would not constitute a Material Subsidiary as of the end of the period of twelve consecutive months most recently ended, and (v) prior to the effectiveness of any such designation, andthe Company shall deliver to the Administrative Agent a certificate in form and substance reasonably acceptable to the Administrative Agent setting forth in reasonable detail the calculations demonstrating compliance with the preceding clauses (iii) through (vi). Notwithstanding anything in this Agreement or any other Loan Document to the contrary, in no event shall (i) any Subsidiary be designated as an Unrestricted Subsidiary if it, or if any of its Subsidiaries, owns or holds (including by way of an exclusive license or otherwise) any intellectual property or any other assets material to any Borrower’s or Restricted Subsidiary’s business, (ii) (A) any Unrestricted Subsidiary, or any of its Subsidiaries, own or hold (including by way of an exclusive license or otherwise) or (B) the Company or any Restricted Subsidiary transfer (including by way of an exclusive license or otherwise) to any Unrestricted Subsidiary, or any of its Subsidiaries, any material intellectual property or any other assets material to any Borrower’s or Restricted Subsidiary’s business or (iii) the aggregate book value of all assets transferred (including by way of an exclusive license or otherwise) (after giving effect to such transfer) by the Company and its Restricted Subsidiaries from and after the Effective Date to all Unrestricted Subsidiaries and their respective Subsidiaries equal or exceed an amount equal to 5.0% of Consolidated Total Assets at the time of such transfer.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Restricted Subsidiary (other than an Issuer) or other Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) Parent Guarantor to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that if: (a) the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Parent Guarantor or any other Restricted Subsidiary, (b) immediately before and its Subsidiaries do not at the time after such designation, no Event of designation Default shall have any Indebtedness pursuant to which the lender has recourse to occurred and be continuing, and (c) any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 10,000 or less; or, (ii) if such the Subsidiary has consolidated assets greater than $1,00010,000, then such the designation would be permitted under Section 3.4.4.05, or (biii) the designation is effective immediately upon the entity becoming a Subsidiary of the Parent Guarantor (as designated by the Board of Directors in the manner provided in this Section 4.10). Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Parent Guarantor shall be classified as a Restricted Subsidiary; provided, however, that the Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if the Person is a Subsidiary of an Unrestricted Subsidiary. Except as provided in the first sentence of this Section 4.10, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition, neither the Parent Guarantor nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary in existence and classified as an Unrestricted Subsidiary at the time the Parent Guarantor or the Restricted Subsidiary is liable for that Debt (including any right to take enforcement action against that Unrestricted Subsidiary). The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that immediately after giving pro forma effect to such the designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, and,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors or chief financial officer of the Issuer or any direct or indirect parent of the Issuer Parent may designate any Subsidiary of the Issuer Parent (other than, after the consummation of a Holdco Transaction, the Borrower), including any existing Subsidiary and any a newly acquired or newly formed created Subsidiary of the Issuer) Parent, to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, if it meets the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing qualifications: (i) the such Subsidiary to be so designated has total consolidated assets does not own any Equity Interest of $1,000 Parent or less; orany other Restricted Subsidiary of Parent; (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation Parent would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value (as determined by the Borrower in good faith) of all Investments of Parent or its Restricted Subsidiaries in such Subsidiary (valued at Parent’s and its Restricted Subsidiaries’ proportional share of the fair market value (as determined by the Borrower in good faith) of such Subsidiary’s assets less liabilities); (iii) any Guarantee or other credit support thereof by Parent or any Restricted Subsidiary of Parent is permitted under Section 3.46.1 or Section 6.7; (iv) neither Parent nor any Restricted Subsidiary of Parent has any obligation to subscribe for additional Equity Interests of such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 6.1 or Section 6.7; (v) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such designation; and (vi) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of Parent or a Restricted Subsidiary of Parent. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any (i) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections (a)(i), (a)(iii), (a)(iv) or (a)(vi) of Section 5.12 will be deemed to become at that time a Restricted Subsidiary; provided, however, that immediately after giving effect subject to such designation: the consequences set forth in subsection (1d) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andSection 5.12.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Parent may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the IssuerSubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests Capital Stock or Indebtedness of, or owns or holds any Lien on any property assets of, the Issuer Parent or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that provided that: (1) no Default has occurred and is continuing or would occur as a consequence thereof; or (2) (x) the Subsidiary to be so designated and its Subsidiaries do not Parent could Incur at the time least $1.00 of designation have any additional Indebtedness pursuant to which the lender has recourse to any Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) the Fixed Charge Coverage Ratio of the assets of Parent and the Issuer Restricted Subsidiaries is equal to or any of its Restricted Subsidiariesgreater than immediately prior to such designation; provided, further, however, that either:and (i3) either (x) the Subsidiary to be so designated has total consolidated assets Total Assets of $1,000 or less; or less or (iiy) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. 4.07 hereof (b) The Board of Directors treating the Fair Market Value of the Issuer or any direct or indirect parent Parent’s proportionate interest in the net worth of such Subsidiary on such date calculated in accordance with GAAP as the amount of the Issuer Investment). The Parent may re-designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designationprovided that: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or no Default has occurred and is continuing; and (2) Indebtedness of such Unrestricted Subsidiary and all Liens on any asset of such Unrestricted Subsidiary outstanding immediately following such re-designation would, if Incurred at such time, be permitted to be Incurred under this Indenture. Any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, as the Fixed Charge Coverage Ratio for case may be, shall be approved by the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for Board of Directors of the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andParent.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer but excluding the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, and

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (Subsidiary, including any existing Subsidiary and any a newly acquired or newly formed Subsidiary of the Issuer) created Subsidiary, to be an Unrestricted Subsidiary unless such if it meets the following qualifications and the designation would not cause a Default. (A) The Subsidiary does not own any Disqualified Stock of the Company or Disqualified or Preferred Stock of a Restricted Subsidiary or hold any of its Subsidiaries owns any Equity Interests or Indebtedness Debt of, or owns or holds any Lien on any property of, the Issuer Company or any other Subsidiary Restricted Subsidiary, if such Disqualified or Preferred Stock or Debt could not be Incurred under the provisions of Section 4.06 or such Lien would violate the Issuer that is not a Subsidiary provisions of the Subsidiary to be so designatedSection 4.08; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either:and (iB) the Subsidiary to be does not own any Voting Stock of a Restricted Subsidiary, and all of its Subsidiaries are Unrestricted Subsidiaries. Once so designated has total consolidated assets of $1,000 or less; or the Subsidiary will remain an Unrestricted Subsidiary, subject to paragraph (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4b). (b1) A Subsidiary previously designated an Unrestricted Subsidiary which fails at any time to meet the qualifications set forth in paragraph (a) will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in paragraph (d). (2) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary; provided, however, that immediately after giving effect to such designation:, (1) all existing Investments of the Issuer could Incur $1.00 Company and the Restricted Subsidiaries therein (valued at the Company's proportional share of additional Indebtedness as Ratio Debt or the Fair Market Value of its assets less liabilities) will be deemed made at that time; (2) all existing Capital Stock or Debt of the Fixed Charge Coverage Ratio Company or a Restricted Subsidiary held by such Unrestricted Subsidiary will be deemed Incurred at that time, and all Liens on property of the Company or a Restricted Subsidiary held by such Unrestricted Subsidiary will be deemed incurred at that time; (3) all existing transactions between such Unrestricted Subsidiary and the Company or any Restricted Subsidiary will be deemed entered into at that time; (4) such Unrestricted Subsidiary will be released at that time from its Note Guaranty, if any; and (5) such Unrestricted Subsidiary will cease to be subject to the provisions of this Indenture as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary, (1) all of its Debt and Disqualified or Preferred Stock will be deemed Incurred at that time for purposes of the Issuer covenant set forth in Section 4.06, but will not be considered the sale or issuance of Equity Interests for purposes of the covenants set forth in Section 4.11 or Section 4.14; (2) Investments therein previously charged under the covenant set forth in Section 4.07 will be credited thereunder; (3) it may be required to issue a Note Guaranty pursuant to Section 4.12; and (4) it will become subject to the provisions of this Indenture as a Restricted Subsidiary. (e) Any designation by the Board of Directors of the Company of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to the designation and its Restricted Subsidiaries would be equal to or greater than such ratio for an Officer's Certificate certifying that the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, anddesignation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (Subsidiary, including any existing Subsidiary and any a newly acquired or newly formed Subsidiary of the Issuer) created Subsidiary, other than a Material IP Subsidiary, to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, if it meets the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing qualifications: (i) such Subsidiary does not (x) own any Equity Interest of, hold any Indebtedness of or hold any Lien on the assets of, the Borrower or any Restricted Subsidiary to be so designated has total consolidated assets of $1,000 or less; ora Material IP Subsidiary or (y) own, or hold an exclusive license in, any Material IP; (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation the Borrower would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value (as determined by the Borrower in good faith) of all Investments of the Borrower or its Restricted Subsidiaries in such Subsidiary (valued at the Borrower’s and the Restricted Subsidiaries’ proportional share of the fair market value (as determined by the Borrower in good faith) of such Subsidiary’s assets less liabilities); (iii) any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Section 3.46.1 or Section 6.7; (iv) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of such Subsidiary or to maintain or preserve its financial US-DOCS\155537880.27 condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 6.1 or Section 6.7; (v) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such designation; and (vi) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of the Borrower or a Restricted Subsidiary. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any (i) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections (a)(i), (a)(iii), (a)(iv) or (a)(vi) of Section 5.12 will be deemed to become at that time a Restricted Subsidiary; provided, however, that immediately after giving effect subject to such designation: the consequences set forth in subsection (1d) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andSection 5.12.

Designation of Restricted and Unrestricted Subsidiaries. The Company may designate any Restricted Subsidiary as an Unrestricted Subsidiary and any Unrestricted Subsidiary as a Restricted Subsidiary by notice in writing given to the holders of the Notes; provided that, (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Company may not designate any a Restricted Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be as an Unrestricted Subsidiary unless unless: (i) such Restricted Subsidiary does not own, directly or indirectly, any Indebtedness or Capital Stock of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer Company or any other Restricted Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then immediately before and after such designation would be permitted under Section 3.4.there exists no Default or Event of Default; (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Company may not designate any a Subsidiary Guarantor as an Unrestricted Subsidiary; (c) notwithstanding Section 10.4(a) and Section 10.5(h), if an Unrestricted Subsidiary to be is designated as a Restricted Subsidiary; provided, however, that immediately after giving effect all outstanding Indebtedness and Liens of such Subsidiary shall be deemed to have been incurred as of the date of such designation:; and (1d) if a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Issuer could Incur $1.00 aggregate Fair Market Value of additional Indebtedness as Ratio Debt or (2) all outstanding Investments owned by the Fixed Charge Coverage Ratio for the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 10.11 or under one or more clauses of the definition of Permitted Investments, as determined by the Company, provided that designation will only be permitted if the Investment would be equal permitted at the time pursuant to or greater than such ratio for Section 10.11 and if the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andSubsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) Company to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that if: (a) the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary and its Subsidiaries do is not at the time of designation have any Indebtedness required to be a Subsidiary Guarantor pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiariesthis Indenture; provided, further, however, that and (b) either: (i1) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii2) such designation is effective immediately upon such entity becoming a Subsidiary of the Company. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the second immediately following paragraph will not be satisfied after giving pro forma effect to such classification as a Restricted Subsidiary or if such Person is a Subsidiary has consolidated assets greater than $1,000of an Unrestricted Subsidiary. Except as provided in the first sentence of the second preceding paragraph, then no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition, neither the Company nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such designation would be permitted under Section 3.4. (b) Unrestricted Subsidiary). The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that immediately after giving pro forma effect to such designation, (x) the Company could Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of Section 4.03 and (y) no Default or Event of Default shall have occurred and be continuing or would result therefrom. Any such designation or redesignation by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designationdesignation or redesignation and an Officers' Certificate that: (1a) certifies that such designation or redesignation complies with the Issuer could Incur $1.00 foregoing provisions; and (b) gives the effective date of additional Indebtedness as Ratio Debt such designation or redesignation, such filing with the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in which such designation or redesignation is made (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designationor, in each the case on of a Pro Forma Basis taking into account designation or redesignation made during the last fiscal quarter of the Company's fiscal year, within 90 days after the end of such designation, andfiscal year).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board board of Directors directors of the Issuer or Axiall may at any direct or indirect parent of the Issuer may time designate any Restricted Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be Axiall as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be as a Restricted Subsidiary; provided, howeverthat (i) immediately before and after such designation, that immediately no Default or Event of Default shall have occurred and be continuing, (ii) after giving effect to such designation: , the Borrowers shall be in pro forma compliance with Section 6.1 (1whether or not then applicable), (iii) the Issuer could Incur $1.00 of additional Indebtedness no Borrower may be designated as Ratio Debt or an Unrestricted Subsidiary, (2iv) the Fixed Charge Coverage Ratio no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the Issuer and purpose of the Term Loan Agreement, Secured Notes, or the 2013 Indenture (or any agreements governing any Permitted Refinancings thereof), (v) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Stock in Axiall or its Restricted Subsidiaries would be or hold any Indebtedness of, or any Lien on any property of Axiall or its Restricted Subsidiaries, or (vi) the holder of any Indebtedness of any Unrestricted Subsidiary shall not have any recourse to Axiall or its Subsidiaries with respect to such Indebtedness; provided, that this clause (vi) shall not apply to the extent that (x) such Unrestricted Subsidiary’s principal objective is constructing, acquiring, owning, refurbishing, upgrading or operating an Ethylene Cracker Facility and (y) any Liens granted in connection with any credit support or guarantee provided by Axiall or its Subsidiaries in connection therewith are permitted under Section 5.1. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Axiall therein at the date of designation in an amount equal to the fair market value as determined by Axiall in good faith of Axiall’s or greater than such ratio for the Issuer and any of its Restricted Subsidiary’s (as applicable) Investment therein; provided, that upon a redesignation of such Unrestricted Subsidiary as a Subsidiary, Axiall shall be deemed to continue to have a permanent Investment in a Subsidiary in an amount (if positive) equal to (a) Axiall’s “Investment” in such Subsidiary at the time of such redesignation, less (b) the portion (proportionate to Axiall’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Unrestricted Subsidiary existing at such time and a return on any Investment by Axiall in Unrestricted Subsidiaries immediately prior pursuant to the preceding sentence in an amount equal to the fair market value as determined by Axiall in good faith at the date of such designation of Axiall’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Any designation of a Subsidiary of Axiall as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by delivering to the Administrative Agent a certified copy of a resolution of the board of directors of Axiall giving effect to such designationdesignation and an officers’ certificate certifying that such designation complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of and Investments by such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Axiall as of such date and, if such Indebtedness is not permitted to be incurred as of such date under this Agreement, the Borrowers will be in each case on a Pro Forma Basis taking into account default of such designation, andcovenants.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be Unless designated as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary Schedule 8.12 as of the Issuer date hereof or thereafter, in compliance with Section 10.17(b) or (d), any Person that is not becomes a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer Borrower or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to Subsidiaries shall be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4classified as a Restricted Subsidiary. (b) The Board of Directors Borrower may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary (other than OpCo), including a newly or to be formed or newly or to be acquired Subsidiary, as an Unrestricted Subsidiary if (i) prior, and immediately after giving effect, to such designation, neither a Default nor a Borrowing Base Deficiency would exist, (ii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an amount equal to the Fair Market Value as of the Issuer or any direct or indirect parent date of such designation of the Issuer Borrower’s and its Restricted Subsidiaries’ direct ownership interests in such Subsidiary and such Investment would be permitted to be made at the time of such designation under Section 10.15 and (iii) the Borrower shall be in Pro Forma Compliance after giving effect to such designation. Except as provided in this Section 10.17(b), no Restricted Subsidiary may be designated as an Unrestricted Subsidiary. (c) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that Subsidiary if immediately after giving effect to such designation: , (1i) the Issuer could Incur $1.00 representations and warranties of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer Borrower and its Restricted Subsidiaries would contained in each of the Loan Documents are true and correct in all material respects on and as of such date as if made on and as of the date of such redesignation (or, if stated to have been made expressly as of an earlier date, were true and correct in all material respects as of such date), (ii) no Default exists, (iii) the Borrower complies with the requirements of Section 9.11 and Section 9.18, (iv) the Borrower and/or one or more Restricted Subsidiaries owns all of the Equity Interests in such Subsidiary and (v) the Borrower shall be in Pro Forma Compliance after giving effect to such designation. Any such designation shall be treated as a cash dividend to the Borrower in an amount equal to or greater than such ratio for the Issuer lesser of the fair market value of the Borrower’s and its Restricted Subsidiaries immediately prior Subsidiaries’ direct ownership interests in such Subsidiary or the amount of the Borrower’s and its Restricted Subsidiaries’ aggregate investment previously made for purposes of the limitation on Investments under Section 10.15. Upon the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, all Investments previously made in such Unrestricted Subsidiary shall no longer be counted in determining any limitation on Investments under Section 10.15. (d) Each Subsidiary of an Unrestricted Subsidiary shall automatically be designated as an Unrestricted Subsidiary. (e) Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with Section 10.17(b), (i) such Subsidiary shall be automatically released from all obligations, if any, under the Loan Documents, including the Guarantee and all other applicable Security Documents and (ii) all Liens granted pursuant to the Guarantee and all other applicable Security Documents on the property of, and the Equity Interests in, such designation, in each case on a Pro Forma Basis taking into account such designation, andUnrestricted Subsidiary shall be automatically released.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) Company to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that if (a) the Subsidiary to be so designated and its Subsidiaries do does not at own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary, (b) the Subsidiary to be so designated is not obligated under any Debt, Lien or other obligation that, if in default, would result (with the passage of time of designation have or notice or otherwise) in a default on any Indebtedness pursuant to which the lender has recourse to any Debt of the assets Company or of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: Subsidiary and (c) either (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or less or (ii) if such designation is effective immediately upon such entity becoming a Subsidiary of the Company. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary has consolidated assets greater shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if (A) such Subsidiary is a Subsidiary of a Restricted Subsidiary (other than $1,000a Wholly Owned Subsidiary) or (B) either of the requirements set forth in clauses (x) and (y) of the immediately following paragraph will not be satisfied after giving pro forma effect to such classification. Except as provided in the first sentence of this paragraph, then such designation would no Restricted Subsidiary may be permitted under Section 3.4. (b) redesignated as an Unrestricted Subsidiary. The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that immediately after giving pro forma effect to such designation, (x) subject to Section 4.06(c), the Company could Incur at least $1.00 of additional Debt pursuant to clause (i) of Section 4.06(a) and (y) no Default or Event of Default shall have occurred and be continuing or would result therefrom. Any such designation or redesignation by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation: designation or redesignation and an Officers' Certificate (1a) certifying that such designation or redesignation complies with the Issuer could Incur $1.00 foregoing provisions and (b) giving the effective date of additional Indebtedness as Ratio Debt such designation or redesignation, such filing with the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in which such designation or redesignation is made (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designationor, in each the case on of a Pro Forma Basis taking into account designation or redesignation made during the last fiscal quarter of the Company's fiscal year, within 90 days after the end of such designation, andfiscal year).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (Subsidiary, including any existing Subsidiary and any a newly acquired or newly formed Subsidiary of the Issuer) created Subsidiary, other than a Material IP Subsidiary, to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, if it meets the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing qualifications: (i) such Subsidiary does not (x) own any Equity Interest of, hold any Indebtedness of or hold any Lien on the assets of, the Borrower or any Restricted Subsidiary or a Material IP Subsidiary or (y) own, or hold an exclusive license in, any Material IP; (ii) the Borrower would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value (as determined by the Borrower in good faith) of all Investments of the Borrower or its Restricted Subsidiaries in such Subsidiary (valued at the Borrower’s and the Restricted Subsidiaries’ proportional share of the fair market value (as determined by the Borrower in good faith) of such Subsidiary’s assets less liabilities); (iii) any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Section 6.1 or Section 6.7; (iv) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 6.1 or Section 6.7; (v) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such designation; and (vi) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of the Borrower or a Restricted Subsidiary. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (b) (i) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections (a)(i), (a)(iii), (a)(iv) or (a)(vi) of Section 5.12 will be so designated has total consolidated assets deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in subsection (d) of $1,000 or less; orSection 5.12. (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any an Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: (1) Subsidiary if no Event of Default exists at the Issuer could Incur $1.00 time of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for designation and the Issuer and its Restricted Subsidiaries designation would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andnot cause an Event of Default.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Company may designate after the Issue Date any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary Subsidiary) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (a) no Default or Event of the IssuerDefault has occurred and is continuing after giving effect to such Designation; (b) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation Designation own any Capital Stock or Indebtedness of, or own or hold any Lien on any Property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary so designated; (c) the Subsidiary to be so designated and its Subsidiaries do not at the time of Designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer Company or any of its Restricted Subsidiaries; provided, further, however, that either:and (id) either (x) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or less or (iiy) if such Subsidiary has consolidated assets greater than $1,000, then such designation Designation would be permitted under Section 3.4. (b) 4.07. The Board Company may revoke any Designation of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any a Subsidiary as an Unrestricted Subsidiary to be (a Restricted Subsidiary; provided“Revocation”) only if, however, that immediately after giving effect to such designationRevocation: (1e) (x) the Issuer Company could Incur at least $1.00 of additional Indebtedness as Ratio Debt under Section 4.09(a) or (2y) the Fixed Charge Coverage Ratio for of the Issuer and its Restricted Subsidiaries Company would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designationRevocation, in each case on a Pro Forma Basis pro forma basis taking into account such designationRevocation; (f) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Indenture; and (g) no Default or Event of Default has occurred and is continuing after giving effect to such Revocation. Each Designation and Revocation must be evidenced by promptly delivering to the Trustee a board resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may be, and an Officers’ Certificate certifying compliance with the preceding provisions. A Revocation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. The General Partner may designate any Restricted Subsidiary of the Partnership 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, all outstanding Investments owned by the Partnership and its Restricted Subsidiaries in the Subsidiary so designated 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 Section 4.08(a), for Permitted Investments or for Permitted Business Investments, as applicable. All such outstanding Investments will be valued at their fair market value, as determined (aA) is guaranteed by the Partnership or any of its other Restricted Subsidiaries, except as such Indebtedness is permitted by Sections 4.08 and 4.09, (B) is recourse to or obligates the Partnership or any of its Restricted Subsidiaries in any way (including any "claw-back", "keep-well' or "make-well" agreements or other agreements, arrangements or understandings to maintain the financial performance or results of operations of such Subsidiary, except as such Indebtedness or Investment is permitted by Sections 4.08 and 4.09), or (C) subjects any property or assets of the Partnership or any of its other Restricted Subsidiaries, directly or indirectly, contingently or otherwise, to the satisfaction thereof; and (z) no Equity Interests of a Restricted Subsidiary are held by such Subsidiary, directly or indirectly. Upon the designation of a Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary, the Guarantee of such entity shall be released and the Trustee shall be authorized to take such actions as may be appropriate to reflect such release. The Board of Directors of the Issuer or any direct or indirect parent of the Issuer General Partner may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if a Default or Event of Default is not continuing, howeverthe redesignation would not cause a Default or Event of Default and provided that, that immediately after giving effect to such designation: (1) , the Issuer Partnership and its remaining Restricted Subsidiaries could Incur incur at least $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andunder Section 4.09(a).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Borrower may designate any Subsidiary of the Issuer (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including any existing Subsidiary and any a newly acquired or newly formed Subsidiary of the Issuer) created Subsidiary, to be an Unrestricted Subsidiary unless if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Second Amendment and Restatement Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) such Subsidiary does not own any capital stock of the Borrower or any of its Subsidiaries owns Restricted Subsidiary; (ii) such Subsidiary does not hold any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer Borrower or any other Subsidiary of Restricted Subsidiary, in each case except to the Issuer that is not a Subsidiary of the Subsidiary to be so designated; providedextent permitted by Section 7.01 or 7.02, however, that the Subsidiary to be so designated and its Subsidiaries do not respectively; (iii) at the time of designation have any Indebtedness pursuant to which designation, the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4.7.08; (biv) The Board of Directors to the extent the Indebtedness of the Issuer Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any direct Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or indirect parent arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Issuer may designate any Unrestricted Subsidiary or to be a Restricted Subsidiary; provided, however, that immediately after giving effect maintain or preserve its financial condition or cause it to such designation: (1) achieve specified levels of operating results except to the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer extent permitted by Sections 7.01 and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, and7.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors or chief financial officer of the Issuer or any direct or indirect parent of the Issuer Parent may designate any Subsidiary of the Issuer (Parent, including any existing Subsidiary and any a newly acquired or newly formed created Subsidiary of the Issuer) Parent, to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, if it meets the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing qualifications: (i) the such Subsidiary to be so designated has total consolidated assets does not own any Equity Interest of $1,000 Parent or less; orany other Restricted Subsidiary of Parent; (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation Parent would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value (as determined by the Borrower in good faith) of all Investments of Parent or its Restricted Subsidiaries in such Subsidiary (valued at Parent’s and its Restricted Subsidiaries’ proportional share of the fair market value (as determined by the Borrower in good faith) of such Subsidiary’s assets less liabilities); (iii) any Guarantee or other credit support thereof by Parent or any Restricted Subsidiary of Parent is permitted under Section 3.46.1 or Section 6.7; (iv) neither Parent nor any Restricted Subsidiary of Parent has any obligation to subscribe for additional Equity Interests of such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 6.1 or Section 6.7; (v) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such designation; and (vi) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of Parent or a Restricted Subsidiary of Parent. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any (i) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections (a)(i), (a)(iii), (a)(iv) or (a)(vi) of Section 5.12 will be deemed to become at that time a Restricted Subsidiary; provided, however, that immediately after giving effect subject to such designation: the consequences set forth in subsection (1d) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andSection 5.12.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board Issuer, by delivery of Directors of an Officer’s Certificate to the Issuer or any direct or indirect parent of the Issuer Trustee, may designate any Restricted Subsidiary to be an “Unrestricted Subsidiary,” in which event such Subsidiary and each other Person that is then or thereafter becomes a Subsidiary of the Issuer (including any existing such Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) will be deemed to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness ofSubsidiary, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not if: (1) at the time of designation have any Indebtedness designation, the Issuer could make a Restricted Payment or Permitted Investment in an amount equal to the greater of the Fair Market Value (as determined by an Officer) and book value of its interest in such Subsidiary pursuant to which Section 4.7; (2) no Event of Default shall have occurred and be continuing at the lender has recourse to any time of, or immediately after giving effect to, such designation; (3) each Subsidiary of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000been, then or concurrently therewith will be, designated as an Unrestricted Subsidiary; and (4) such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary” under the ABL Credit Agreement and the Term Loan Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Debt in respect thereof). The designation would be permitted under Section 3.4of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Issuer in such Subsidiary on the date of designation in an amount equal to the Fair Market Value of the Issuer’s Investment therein (as determined by an Officer). (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be as a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: Subsidiary only if: (11)(x) the Issuer could would be able to Incur at least $1.00 of additional Indebtedness as Ratio Debt pursuant to Section 4.9(a), or (2y) the Fixed Charge Coverage Ratio for of the Issuer and its Restricted Subsidiaries would not be equal to or greater less than such ratio for the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis pro forma basis taking into account such designation; (2) all Liens of such Unrestricted Subsidiary outstanding immediately following such designation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Indenture; (3) no Event of Default shall have occurred and be continuing at the time of, or immediately after giving effect to, such designation; and (4) such Subsidiary shall substantially simultaneously be designated as a “Restricted Subsidiary” under the ABL Credit Agreement and the Term Loan Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Debt in respect thereof). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the Incurrence at the time of designation of any Investment, Debt or Liens of such Subsidiary existing at such time.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the an Issuer may designate any Subsidiary of the such Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that if (a) the Subsidiary to be so designated and its Subsidiaries do does not at the time of designation have own any Capital Stock or Indebtedness pursuant to which the lender has recourse to of, or own or hold any of the assets of the Lien on any Property of, such Issuer or any of its Restricted Subsidiaries; provided, further, however, that either:, (ib) the Subsidiary to be so designated is not obligated under any Indebtedness, Lien or other obligation that, if in default, would result (with the passage of time or notice or otherwise) in a default on any Indebtedness of such Issuer or of any of its Restricted Subsidiaries and (c) either (1) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or less or (ii2) if such Subsidiary has consolidated assets greater than $1,000, then such designation would is effective immediately upon such entity becoming a Subsidiary of such Issuer. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of such Issuer will be permitted under Section 3.4. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary of such Issuer and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the immediately following paragraph will not be satisfied after giving pro forma effect to such classification. Except as provided in the first sentence of this paragraph, no Restricted Subsidiary of an Issuer may be redesignated as an Unrestricted Subsidiary of such Issuer. The Board of Directors may designate any of such Issuer's Unrestricted Subsidiaries to be a Restricted Subsidiary of such Issuer if, immediately after giving pro forma effect to such designation: , (1x) the Issuer Issuers could Incur at least $1.00 of additional Indebtedness as Ratio Debt pursuant to Section 4.07(a) and (y) no Default or (2) Event of Default shall have occurred and be continuing or would result therefrom. Any such designation or redesignation by the Fixed Charge Coverage Ratio for Board of Directors of an Issuer will be evidenced to the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for Trustee by filing with the Issuer and its Restricted Subsidiaries immediately prior Trustee a board resolution giving effect to such designationdesignation or redesignation and an Officers' Certificate (a) certifying that such designation or redesignation complies with the foregoing provisions and (b) giving the effective date of such designation or redesignation, such filing with the Trustee to occur within 45 days after the end of the fiscal quarter of the Issuers in which such designation or redesignation is made (or, in each the case on of a Pro Forma Basis taking into account designation or redesignation made during the last fiscal quarter of the Issuers' fiscal year, within 90 days after the end of such designation, andfiscal year).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Parent may designate any Restricted Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuerother than a Borrower) to be as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness ofUnrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, or owns or holds any Lien no Default shall have occurred and be continuing, (ii) the Group shall be in compliance with the financial covenant set forth in Section 6.07 on any property of, the Issuer or any other Subsidiary a pro forma basis after giving effect to such designation as of the Issuer that is not a Subsidiary last day of the Fiscal Quarter most recently ended and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary pursuant to be so designated; provided, however, that this Section 5.19. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment equal to the aggregate fair market value of all outstanding Investments owned by the Parent and the Restricted Subsidiaries in the Subsidiary to as of the time of the designation, as determined by the Parent. Such designation will only be so designated permitted if the Investment would be permitted at that time and its Subsidiaries do not if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation have of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party in Unrestricted Subsidiaries pursuant to which the lender has recourse preceding sentence in an amount equal to any the fair market value at the date of such designation of such Loan Party’s Investment in such Subsidiary. Notwithstanding the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: foregoing (i) the no Borrower may be designated as an Unrestricted Subsidiary to be so designated has total consolidated assets of $1,000 or less; or and (ii) no Person may be designated as an “Unrestricted Subsidiary” if such Subsidiary has consolidated assets greater than $1,000Person is not an “Unrestricted Subsidiary” or is a “Guarantor” under the Interim Loan Agreement, then such designation would be permitted any Senior Notes or under Section 3.4any agreement, document or instrument evidencing any Material Indebtedness. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, and

Designation of Restricted and Unrestricted Subsidiaries. (a) The Subject to Section 10.13(b), the Company may designate any Subsidiary to be a Restricted Subsidiary and may designate any Restricted Subsidiary to be an Unrestricted Subsidiary by giving written notice to each holder of Notes that the Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless Company has made such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness ofdesignation, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the no Subsidiary to may be so designated a Restricted Subsidiary and its Subsidiaries do not no Restricted Subsidiary may be designated an Unrestricted Subsidiary unless, at the time of designation such action and after giving effect thereto, (1) solely in the case of a Restricted Subsidiary being designated an Unrestricted Subsidiary, such Restricted Subsidiary being designated an Unrestricted Subsidiary shall not have any Indebtedness pursuant continuing Investment in the Company or any other Restricted Subsidiary and (2) no Default or Event of Default shall have occurred and be continuing (provided that, with respect to Sections 10.1 and 10.2, calculation of compliance therewith shall be made as of the date of determination under this Section 10.13 and not as of the end of the immediately preceding fiscal quarter of the Company). Any Restricted Subsidiary which has been designated an Unrestricted Subsidiary and which has then been redesignated a Restricted Subsidiary, in each case in accordance with the lender provisions of the first sentence of this Section 10.13, shall not at any time thereafter be redesignated an Unrestricted Subsidiary without the prior written consent of the Required Holders. Any Unrestricted Subsidiary which has recourse been designated a Restricted Subsidiary and which has then been redesignated an Unrestricted Subsidiary, in each case in accordance with the provisions of the first sentence of this Section 10.13, shall not at any time thereafter be redesignated a Restricted Subsidiary without the prior written consent of the Required Holders. If the Company enters into any credit facility or note purchase agreement after the date hereof and New Jersey Natural Gas shall be designated as a “restricted subsidiary” under, then the Company shall, within 10 Business Days of its entering into such credit facility or note purchase agreement, designate New Jersey Natural Gas as a Restricted Subsidiary under this Agreement. If the Company enters into any credit facility or note purchase agreement after the date hereof and New Jersey Natural Gas shall be subjected to any negative covenants of the assets type included in this Section 10 of the Issuer such credit facility or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000note purchase agreement, then and in any such designation would event the Company shall give written notice thereof to each holder not later than 30 days following the date of execution of any such agreement. Effective on the date of execution of any such agreement, such additional covenant that is included in such agreement and any related definitions shall be permitted under Section 3.4deemed to have been incorporated herein. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such additional covenant. (b) The Board of Directors of Company will cause each Subsidiary that is designated as a Restricted Subsidiary on Schedule 5.4 on the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary date hereof to be at all times remain a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, and.

Designation of Restricted and Unrestricted Subsidiaries. The Company may designate any Restricted Subsidiary as an Unrestricted Subsidiary and any Unrestricted Subsidiary as a Restricted Subsidiary by notice in writing given to the holders of the Notes; provided that, (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Company may not designate any a Restricted Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be as an Unrestricted Subsidiary unless unless: (i) such Restricted Subsidiary does not own, directly or indirectly, any Indebtedness or Capital Stock of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer Company or any other Restricted Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then immediately before and after such designation would be permitted under Section 3.4.there exists no Default or Event of Default; (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Company may not designate any a Subsidiary Guarantor as an Unrestricted Subsidiary; (c) notwithstanding Section 10.5(h), if an Unrestricted Subsidiary to be is designated as a Restricted Subsidiary; provided, however, that immediately after giving effect all outstanding Indebtedness and Liens of such Subsidiary shall be deemed to have been incurred as of the date of such designation:; and (1d) if a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Issuer could Incur $1.00 aggregate Fair Market Value of additional Indebtedness as Ratio Debt or (2) all outstanding Investments owned by the Fixed Charge Coverage Ratio for the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 10.11 or under one or more clauses of the definition of Permitted Investments, as determined by the Company, provided that designation will only be permitted if the Investment would be equal permitted at the time pursuant to or greater than such ratio for Section 10.11 and if the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andSubsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) Company to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that if: (a) the Subsidiary to be so designated and its Subsidiaries do does not at own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer Company or any of its other Restricted Subsidiaries; providedSubsidiary, further, however, that and (b) either: (i1) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; , or (ii2) such designation is effective immediately upon such entity becoming a Subsidiary of the Company. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the second immediately following paragraph will not be satisfied after giving pro forma effect to such classification or if such Person is a Subsidiary has consolidated assets greater than $1,000of an Unrestricted Subsidiary. Except as provided in the first sentence of the preceding paragraph of this Section, then no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition, neither the Company nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such designation would be permitted under Section 3.4. (b) Unrestricted Subsidiary). The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that immediately after giving pro forma effect to such designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, and,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors may designate any Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications and the designation would not cause a Default. (1) Such Subsidiary does not own any Capital Stock of the Issuer (other than Qualified Equity Interests) or any Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated or hold any Lien on any property of the Issuer or any direct or indirect parent of the Issuer may designate any Restricted Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at . (2) At the time of designation have any Indebtedness pursuant to which the lender has recourse to any of designation, the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.44.05 hereof or as a Permitted Investment. (b3) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Issuer or any Restricted Subsidiary is permitted under Sections 4.04 and 4.05 hereof. (4) Neither the Issuer nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 4.04 and 4.05 hereof. Once so designated the Subsidiary will remain an Unrestricted Subsidiary, subject to Section 4.12(b) hereof. (1) A Subsidiary previously designated an Unrestricted Subsidiary which fails to meet the qualifications set forth in paragraph (a) will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in paragraph (d). (2) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary; provided, however, that immediately after giving effect to such designation:, (1) all existing Investments of the Issuer could Incur $1.00 and the Restricted Subsidiaries therein (valued at the Issuer’s proportional share of additional Indebtedness as Ratio Debt or the Fair Market Value of its assets less liabilities) will be deemed made at that time; (2) the Fixed Charge Coverage Ratio for all existing Capital Stock or Debt of the Issuer or a Restricted Subsidiary held by it will be deemed Incurred at that time, and its Restricted Subsidiaries would be equal to or greater than such ratio for all Liens on property of the Issuer or a Restricted Subsidiary held by it will be deemed incurred at that time; (3) all existing transactions between it and the Issuer or any Restricted Subsidiary will be deemed entered into at that time; (4) it is released at that time from its Note Guarantee, if any; and (5) it will cease to be subject to the provisions of this Indenture as a Restricted Subsidiaries immediately prior Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to such designationbecome, in each case on a Pro Forma Basis taking into account such designationRestricted Subsidiary, (1) all of its Debt and Disqualified or Preferred Stock will be deemed Incurred at that time for purposes of Section 4.04 hereof (and must be permitted to be Incurred thereunder), but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.10 hereof; (2) Investments therein previously charged under Section 4.05 hereof will be credited thereunder; (3) to the extent required by Section 4.08 hereof, it shall issue a Note Guarantee of the Notes; and (4) it will thenceforward be subject to the provisions of this Indenture as a Restricted Subsidiary. (e) Any designation by the Board of Directors of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to the designation and an Officers’ Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Borrower may designate any Subsidiary of the Issuer (Subsidiary, including any existing Subsidiary and any a newly acquired or newly formed Subsidiary of the Issuer) created Subsidiary, to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, if it meets the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing qualifications: (i) the such Subsidiary to be so designated has total consolidated assets does not own any Equity Interest of $1,000 any Obligor or less; orany other Restricted Subsidiary; (ii) if such any guarantee or other credit support thereof by any Obligor or any other Restricted Subsidiary has consolidated assets greater than $1,000, then such designation would be is permitted under Section 3.46.01; (iii) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result from such designation; (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for the Revolving Credit Agreement, and/or any other Material Indebtedness of the Obligors or their respective Restricted Subsidiaries; and (v) at the time of and immediately after such designation, the Borrower shall be in compliance on a Pro Forma Basis with Sections 7.01 and 7.02. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (b) The Board Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) the designation of Directors such Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Issuer greater of (x) the Borrower or the Obligors’ investment therein or (y) the assets of such Subsidiary and no Subsidiary may be designated as an Unrestricted Subsidiary unless it is in compliance with Section 6.07 on a pro forma basis after giving effect to such designation; (ii) all existing transactions between it and any Obligor or any direct or indirect parent Restricted Subsidiary will be deemed entered into at that time; (iii) it is released at that time from the Loan Documents to which it is a party and all related security interests on its property shall be released; and (iv) it will cease to be subject to the provisions of the Issuer this Agreement as a Restricted Subsidiary. (c) The Borrower may designate any an Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if the designation would not cause an Event of Default and, however, that at the time of and immediately after giving effect to such designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, the Borrower shall be in each case compliance on a Pro Forma Basis taking into account such designation, andwith Sections 7.01 and 7.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board board of Directors directors of the Issuer or any direct or indirect parent of the Issuer Borrower may designate any Subsidiary of the Issuer (Subsidiary, including any existing Subsidiary and any a newly acquired or newly formed Subsidiary of the Issuer) created Subsidiary, to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, if it meets the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing qualifications: (i) such Subsidiary does not own any Equity Interest of the Subsidiary to be so designated has total consolidated assets of $1,000 Borrower or less; orany Restricted Subsidiary; (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation the Borrower would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value of all Investments of the Borrower or its Restricted Subsidiaries in such Subsidiary; (iii) any guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Section 3.46.01 or Section 6.08; (iv) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 6.01 or Section 6.08; (v) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such designation; and (vi) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of the Borrower or a Restricted Subsidiary. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (b) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections 5.11(a)(i), 5.11(a)(iii), 5.11(a)(iv) or 5.11(a)(vi) of this Section 5.11 will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in subsection (d). The Board board of Directors directors of the Issuer or any direct or indirect parent of the Issuer Borrower may designate any an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default or Event of Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary: (i) all existing Investments of the Borrower and the Restricted Subsidiaries therein (valued at the Borrower’s proportional share of the fair market value of its assets less liabilities) will be deemed made at that time; (ii) all existing Indebtedness of the Borrower or a Restricted Subsidiary held by it will be deemed incurred at that time, and all Liens on property of the Borrower or a Restricted Subsidiary held by it will be deemed incurred at that time; (iii) all existing transactions between it and the Borrower or any Restricted Subsidiary will be deemed entered into at that time; (iv) it is released at that time from the Loan Documents to which it is a party; providedand (v) it will cease to be subject to the provisions of this Agreement as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, howeveror being deemed to become, a Restricted Subsidiary pursuant to Section 5.11(b): (i) all of its Indebtedness will be deemed incurred at that immediately time for purposes of Section 6.01; (ii) Investments therein previously charged under Section 6.08 will be credited thereunder; (iii) if it is a Material Domestic Subsidiary, it shall be required to become a Guarantor pursuant to this Agreement; and (iv) it will thenceforward be subject to the provisions of this Agreement as a Restricted Subsidiary. (e) Any designation by the board of directors of the Borrower of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary after the Effective Date will be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolutions of the board of directors giving effect to such designation: (1) the Issuer could Incur $1.00 designation and a certificate of additional Indebtedness as Ratio Debt or (2) an officer of the Fixed Charge Coverage Ratio for Borrower certifying that the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for designation complied with the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andforegoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Company may designate any Subsidiary to be a Restricted Subsidiary and may designate any Restricted Subsidiary to be an Unrestricted Subsidiary by giving written notice to each holder of Notes that the Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless Company has made such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness ofdesignation, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the no Subsidiary to may be so designated a Restricted Subsidiary and its Subsidiaries do not no Restricted Subsidiary may be designated an Unrestricted Subsidiary unless, at the time of designation NEW JERSEY NATURAL GAS COMPANY FIRST AMENDMENT such action and after giving effect thereto, (a) solely in the case of a Restricted Subsidiary being designated an Unrestricted Subsidiary, such Restricted Subsidiary being designated an Unrestricted Subsidiary shall not have any Indebtedness pursuant to which continuing Investment in the lender has recourse to any of the assets of the Issuer Company or any of its other Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. and (b) The Board no Default or Event of Directors Default shall have occurred and be continuing (provided that, after the Release Date until the New Security Date, with respect to Section 10.1, calculation of compliance therewith shall be made as of the Issuer or any direct or indirect parent date of determination under this Section 10.12 and not as of the Issuer may designate any end of the immediately preceding fiscal quarter of the Company). Any Restricted Subsidiary which has been designated an Unrestricted Subsidiary to be and which has then been redesignated a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on in accordance with the provisions of the first sentence of this Section 10.12, shall not at any time thereafter be redesignated an Unrestricted Subsidiary without the prior written consent of the Required Holders. Any Unrestricted Subsidiary which has been designated a Pro Forma Basis taking into account such designationRestricted Subsidiary and which has then been redesignated an Unrestricted Subsidiary, andin each case in accordance with the provisions of the first sentence of this Section 10.12, shall not at any time thereafter be redesignated a Restricted Subsidiary without the prior written consent of the Required Holders. Section 1.13. Sections 11(e) and (g) of the Note Purchase Agreement shall be and is hereby amended in its entirety to read as follows:

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Restricted Subsidiary of the Issuer (including any existing Subsidiary other than the Co-Issuer and any newly acquired or newly formed Subsidiary of the IssuerCSL National) to be an Unrestricted Subsidiary unless such Subsidiary or Subsidiary; provided that: (i) any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, guarantee by the Issuer or any other Restricted Subsidiary of the Issuer that is not a Subsidiary any Indebtedness of the Subsidiary being so designated will be deemed to be so designated; providedan incurrence of Indebtedness by the Issuer or such Restricted Subsidiary (or both, however, that the Subsidiary to be so designated and its Subsidiaries do not if applicable) at the time of designation have such designation, and such incurrence of Indebtedness would be permitted under Section 4.09 hereof; (ii) the aggregate fair market value (as determined in good faith by the Issuer) of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary being so designated (including any guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness pursuant of such Subsidiary) will be deemed to which the lender has recourse to any be an Investment made as of the assets time of such designation and that such Investment would be permitted under Section 4.07 hereof; (iii) the Subsidiary being so designated (A) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: except (i) to the Subsidiary to extent such guarantee or credit support would be so designated has total consolidated assets of $1,000 released upon such designation or less; or (ii) if a pledge of the Equity Interests of the Unrestricted Subsidiary that is the obligor thereunder; and (B) is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Subsidiary has consolidated assets greater than $1,000, then Person’s financial condition or to cause such designation Person to achieve any specified levels of operating results; and (iv) no Default or Event of Default would be permitted under Section 3.4in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by this Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements described in clause (iii) of Section 4.18(a), it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness, Investments, or Liens on the property, of such Subsidiary will be deemed to be incurred or made by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness, Investments or Liens are not permitted to be incurred or made as of such date under this Indenture, the Issuer will be in default under this Indenture. (c) The Board of Directors of the Issuer or may at any direct or indirect parent of the Issuer may time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designationprovided that: (1i) such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer could Incur $1.00 of additional any outstanding Indebtedness as Ratio Debt (including any Obligations that are non-recourse) of such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is permitted under Section 4.09 hereof; and (ii) no Default or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries Event of Default would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to in existence following such designation, in each case on a Pro Forma Basis taking into account such designation, and.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors or chief financial officer of the Issuer or any direct or indirect parent of the Issuer Borrower may designate any Subsidiary of the Issuer (Borrower, including any existing Subsidiary and any a newly acquired or newly formed created Subsidiary of the Issuer) Borrower, to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, if it meets the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing qualifications: (i) such Subsidiary does not own any Equity Interest of the Subsidiary to be so designated has total consolidated assets of $1,000 Borrower or less; orany other Restricted Subsidiary; (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation the Borrower would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value (as determined by the Borrower in good faith) of all Investments of the Borrower or its Restricted Subsidiaries in such Subsidiary (valued at the Borrower’s and its Restricted Subsidiaries’ proportional share of the fair market value (as determined by the Borrower in good faith) of such Subsidiary’s assets less liabilities); (iii) any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Section 3.46.1 or Section 6.7; (iv) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 6.1 or Section 6.7; (v) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such designation; (vi) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of the Borrower or a Restricted Subsidiary; and (vii) such Subsidiary does not own (or hold an exclusive license in respect of) any Intellectual Property other than ownership or a license resulting from a Permitted IP Transfer. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any (i) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections (a)(i), (a)(iii), (a)(iv) or (a)(vi) of Section 5.12 will be deemed to become at that time a Restricted Subsidiary; provided, however, that immediately after giving effect subject to such designation: the consequences set forth in subsection (1d) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andSection 5.12.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or Borrower may at any direct or indirect parent of the Issuer may time designate any Restricted Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be as an Unrestricted Subsidiary unless such Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of its Subsidiaries owns Default shall have occurred and be continuing, (ii) after giving pro forma effect to such designation, Borrower shall be in compliance with Section 6.09 (to the extent then applicable), and, as a condition precedent to the effectiveness of any Equity Interests such designation, Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indebtedness that is either subordinate or Indebtedness of, or owns or holds any Lien on any property of, junior in right of payment of the Issuer Obligations (including Subordinated Indebtedness) or any other Indebtedness permitted under Section 6.01(d), and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Borrower therein at the Issuer that is not date of designation in an amount equal to the fair market value of Borrower’s (as applicable) investment therein without duplication in the case of Subsidiaries of persons designated as Unrestricted Subsidiaries. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of shall constitute (i) the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not incurrence at the time of designation have of any Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on and payment in respect of any Investment by Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to which the lender has recourse preceding sentence in an amount equal to any the fair market value at the date of the assets such designation of the Issuer or any of Borrower’s and its Restricted Subsidiaries; provided, further, however, that either: ’ (ias applicable) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if Investment in such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4Subsidiary. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any If Borrower designates a Restricted Subsidiary as an Unrestricted Subsidiary to be a Restricted Subsidiary; providedin accordance with this Section 5.14, howeverso long as no Default or Event of Default exists, that immediately after giving effect to such designation: (1i) the Issuer could Incur $1.00 Obligations of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer such Restricted Subsidiary and its Subsidiaries under the Loan Documents shall terminate and be of no further force and effect and all Liens granted by such Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer Subsidiary and its Subsidiaries under the applicable Security Documents shall terminate and be released and be of no further force and effect, and all Liens on the Equity Interests of such Restricted Subsidiary and its Subsidiaries immediately prior to such designationshall be terminated and released and of no further force and effect, in each case on a Pro Forma Basis taking into account case, without any action required by the Administrative Agent or the Collateral Agent, and (ii) at Borrower’s request, the Administrative Agent and the Collateral Agent will execute and deliver any instrument evidencing such designation, andtermination and the Collateral Agent shall take all actions appropriate in order to effect such termination and release of such Liens and without recourse or warranty by the Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Restricted Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or Subsidiary; provided that: (i) any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, guarantee by the Issuer or any other Restricted Subsidiary of the Issuer that is not a Subsidiary any Indebtedness of the Subsidiary being so designated will be deemed to be so designated; providedan incurrence of Indebtedness by the Issuer or such Restricted Subsidiary (or both, however, that the Subsidiary to be so designated and its Subsidiaries do not if applicable) at the time of designation have such designation, and such incurrence of Indebtedness would be permitted under ‎‎Section 4.09 hereof; (ii) the aggregate fair market value (as determined in good faith by the Issuer) of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary being so designated (including any guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness pursuant of such Subsidiary) will be deemed to which the lender has recourse to any be an Investment made as of the assets time of such designation and that such Investment would be permitted under ‎‎Section 4.07 hereof; (iii) the Subsidiary being so designated: (A) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: except (i) to the Subsidiary to extent such guarantee or credit support would be so designated has total consolidated assets of $1,000 released upon such designation or less; or (ii) if a pledge of the Equity Interests of the Unrestricted Subsidiary that is the obligor thereunder; and (B) is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Subsidiary has consolidated assets greater than $1,000, then Person’s financial condition or to cause such designation Person to achieve any specified levels of operating results (except to the extent permitted under ‎Section 4.07 hereof); and (iv) no Default or Event of Default would be permitted under Section 3.4in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by this Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements described in clause (iii) of ‎‎Section 4.18(a), it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness, Investments, or Liens on the property, of such Subsidiary will be deemed to be incurred or made by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness, Investments or Liens are not permitted to be incurred or made as of such date under this Indenture, the Issuer will be in default under this Indenture. (c) The Board of Directors of the Issuer or may at any direct or indirect parent of the Issuer may time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designationprovided that: (1i) such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer could Incur $1.00 of additional any outstanding Indebtedness as Ratio Debt (including any Obligations that are non-recourse) of such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is permitted under ‎‎Section 4.09 hereof; and (ii) no Default or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries Event of Default would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to in existence following such designation, in each case on a Pro Forma Basis taking into account such designation, and.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Company (other than, after a Permitted Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of Reorganization, the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that if: (a) the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary, (b) immediately before and its Subsidiaries do not at the time after such designation, no Event of designation Default shall have any Indebtedness pursuant to which the lender has recourse to occurred and be continuing, and (c) any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or, (ii) if such the Subsidiary has consolidated assets greater than $1,000, then such the designation would be permitted under Section 3.4.4.05, or (biii) the designation is effective immediately upon the entity becoming a Subsidiary of the Company (as designated by the Board of Directors in the manner provided below). Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary; provided, however, that the Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the second immediately following paragraph will not be satisfied after giving pro forma effect to the classification as a Restricted Subsidiary or if the Person is a Subsidiary of an Unrestricted Subsidiary. Except as provided in the first sentence of the preceding paragraph, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition, neither the Company nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary in existence and classified as an Unrestricted Subsidiary at the time the Company or the Restricted Subsidiary is liable for that Debt (including any right to take enforcement action against that Unrestricted Subsidiary). The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that immediately after giving pro forma effect to such the designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, and,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors or chief financial officer of the Issuer or any direct or indirect parent of the Issuer Parent may designate any Subsidiary of the Issuer Parent (other than, after the consummation of a Holdco Transaction, the Borrower), including any existing Subsidiary and any a newly acquired or newly formed created Subsidiary of the Issuer) Parent, to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, if it meets the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing qualifications: (i) the such Subsidiary to be so designated has total consolidated assets does not own any Equity Interest of $1,000 Parent or less; orany other Restricted Subsidiary Parent; (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation Parent would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value (as determined by the Borrower in good faith) of all Investments of Parent or its Restricted Subsidiaries in such Subsidiary (valued at Parent’s and its Restricted Subsidiaries’ proportional share of the fair market value (as determined by the Borrower in good faith) of such Subsidiary’s assets less liabilities); (iii) any Guarantee or other credit support thereof by Parent or any Restricted Subsidiary of Parent is permitted under Section 3.46.1 or Section 6.7; (iv) neither Parent nor any Restricted Subsidiary of Parent has any obligation to subscribe for additional Equity Interests of such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 6.1 or Section 6.7; (v) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such designation; and (vi) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of Parent or a Restricted Subsidiary of Parent. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any (i) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections (a)(i), (a)(iii), (a)(iv) or (a)(vi) of Section 5.12 will be deemed to become at that time a Restricted Subsidiary; provided, however, that immediately after giving effect subject to such designation: the consequences set forth in subsection (1d) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andSection 5.12.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Company may designate any Subsidiary of the Issuer (Subsidiary, including any existing Subsidiary and any a newly acquired or newly formed Subsidiary of the Issuer) created Subsidiary, to be an Unrestricted Subsidiary unless under this Indenture if: (i) the Restricted Subsidiary is not a Significant Subsidiary; (ii) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such designation; (iii) such Subsidiary does not own any Capital Stock of the Company or any of its Subsidiaries owns Restricted Subsidiary or hold any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer Company or any other Restricted Subsidiary; and (iv) the Subsidiary of the Issuer that is not a party to any transaction or arrangement with the Company or any Restricted Subsidiary of that would not be permitted under Section 9.6 (Limitation on Transactions with Shareholders and Affiliates). If the Subsidiary to be so designated; providedbeing designated as an Unrestricted Subsidiary is, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant designation, a Restricted Subsidiary, the consequences set forth in paragraph (c) apply. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either:paragraph (b). (i) A Subsidiary previously designated an Unrestricted Subsidiary which fails to meet the Subsidiary qualifications set forth in paragraph (a) above will be deemed to be so designated has total consolidated assets of $1,000 or less; orbecome at that time a Restricted Subsidiary, subject to the consequences set forth in paragraph (d). (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Company may designate any an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary: (i) all existing investments of the Company and the Restricted Subsidiaries therein valued at the Company’s proportional share of the fair market value of its assets less liabilities will be deemed made at that time; (ii) all existing Indebtedness of the Company or a Restricted Subsidiary held by it will be deemed incurred at that time, and all Liens on property of the Company or a Restricted Subsidiary held by it will be deemed incurred at that time, (iii) all existing transactions between it and the Company or any Restricted Subsidiary will be deemed entered into at that time; providedand (iv) it will cease to be subject to the provisions of this Indenture and the Notes as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, howeveror being deemed to become, a Restricted Subsidiary: (i) all of its Indebtedness and Disqualified Stock will be deemed incurred at that immediately after time for purposes of Section 9.4 (Limitations on Indebtedness); (ii) Investments therein previously charged under Section 9.8 (Limitation on Restricted Payments), as adjusted to reflect any change in the Company’s proportional share of the fair market value of its assets less liabilities, will be credited thereunder; and (iii) it will thenceforward be subject to the provisions of this Indenture and the Notes as a Restricted Subsidiary. Any designation by the Company of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary shall, unless so noted by the Company, be deemed to include the designation of all of the Subsidiaries of such Subsidiary. Any designation by the Company of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the Trustee by delivering to the Trustee a copy of the resolutions of the Board of Directors giving effect to such designation: the designation and an Officers’ Certificate certifying that the designation complied with the foregoing provisions, not later than the next succeeding delivery of financial statements as required under Section 9.9 (1) the Issuer could Incur $1.00 Delivery of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andFinancial Statements).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Borrower may designate any Subsidiary of the Issuer (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including any existing Subsidiary and any a newly acquired or newly formed Subsidiary of the Issuer) created Subsidiary, to be an Unrestricted Subsidiary unless if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships and any Unrestricted Subsidiary that is an Unrestricted Subsidiary pursuant to Section 5.06(f)(A) or Section 5.06(f)(B) (so long as the Borrower is in compliance with the requirements of Section 5.06(f)(ii)), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Fourth Amendment and Restatement Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed the greater of $200,000,000 and 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries (the “Designation Test”), the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: such Subsidiary does not own any capital stock of the Borrower or any of its Subsidiaries owns Restricted Subsidiary; such Subsidiary does not hold any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer Borrower or any other Subsidiary of Restricted Subsidiary, in each case except to the Issuer that is not a Subsidiary of the Subsidiary to be so designatedextent permitted by Section 7.01 or 7.02, respectively; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which designation, the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. (b) The Board 7.08 and deemed an Investment in an Unrestricted Subsidiary or the assets of Directors an Unrestricted Subsidiary thereunder; to the extent the Indebtedness of the Issuer Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any direct Restricted Subsidiary is permitted under Sections 7.01 and 7.08; the Subsidiary is not party to any transaction or indirect parent of arrangement with the Issuer may designate Borrower or any Unrestricted Restricted Subsidiary to that would not be a Restricted Subsidiarypermitted under Section 7.04; provided, however, that immediately after giving effect to such designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, and

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or Company may at any direct or indirect parent of the Issuer may time designate any Restricted Subsidiary of the Issuer (including any existing as used herein, a “Proposed Re-Designated Subsidiary”) that is not a Borrower or a Material Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be has not previously been an Unrestricted Subsidiary unless as an Unrestricted Subsidiary; in each case, so long as (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) no such Proposed Re-Designated Subsidiary or may be designated as an Unrestricted Subsidiary if any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary (in either case unless such Subsidiaries are also Proposed Re-Designated Subsidiaries being designated as Unrestricted Subsidiaries simultaneously therewith), however, that (iii) immediately after giving effect to such designation: (1) designation the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer Company and its Restricted Subsidiaries would shall be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designationin compliance, in each case calculated on a Pro Forma Basis taking into account pursuant to Section 1.09, with the covenants set forth in Section 7.09, (iv) such Proposed Re-Designated Subsidiary would not constitute a Material Subsidiary as of the end of the period of twelve consecutive months most recently ended, and (v) prior to the effectiveness of any such designation, andthe Company shall deliver to the Administrative Agent a certificate in form and substance reasonably acceptable to the Administrative Agent setting forth in reasonable detail the calculations demonstrating compliance with the preceding clauses (iii) through (vi). Notwithstanding anything in this Agreement or any other Loan Document to the contrary, in no event shall (i) any Subsidiary be designated as an Unrestricted Subsidiary if it, or if any of its Subsidiaries, owns or holds (including by way of an exclusive license or otherwise) any material intellectual property or any other assets material to any Borrower’s or Restricted Subsidiary’s business, (ii) (A) any Unrestricted Subsidiary, or any of its Subsidiaries, own or hold (including by way of an exclusive license or otherwise) or (B) the Company or any Restricted Subsidiary transfer (including by way of an exclusive license or otherwise) to any Unrestricted Subsidiary, or any of its Subsidiaries, any material intellectual property or any other assets material to any Borrower’s or Restricted Subsidiary’s business or (iii) the aggregate book value of all assets transferred (including by way of an exclusive license or otherwise) (after giving effect to such transfer) by the Company and its Restricted Subsidiaries from and after the Closing Date to all Unrestricted Subsidiaries and their respective Subsidiaries equal or exceed an amount equal to 5.0% of Consolidated Total Assets at the time of such transfer.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Borrower may designate any Subsidiary of the Issuer (Subsidiary, including any existing Subsidiary and any a newly acquired or newly formed Subsidiary of the Issuer) created Subsidiary, to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, if it meets the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing qualifications: (i) such Subsidiary does not own any Equity Interest of the Subsidiary to be so designated has total consolidated assets of $1,000 Borrower or less; orany Restricted Subsidiary; (ii) if any Guarantee of Indebtedness of such Subsidiary has consolidated assets greater than $1,000, then such designation would be by the Borrower or any Restricted Subsidiary is permitted under Section 3.46.01; (iii) immediately before and immediately after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such designation; (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of the Borrower or a Restricted Subsidiary; and (v) after giving effect to such designation on a pro forma basis, (1) Consolidated Adjusted EBITDA for the most recent Measurement Period is a positive number and (2) the Total Net Leverage Ratio does not exceed 3.00 to 1.00. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (b) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections 5.10(a)(i), 5.10(a)(ii) or 5.10(a)(iv) of this Section 5.10 will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in subsection (d). The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Borrower may designate any an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default or Event of Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary; provided, however, that immediately after giving effect to such designation: (1i) all existing Indebtedness of the Issuer could Incur $1.00 Borrower or a Restricted Subsidiary held by it will be deemed incurred at that time, and all Liens on property of additional the Borrower or a Restricted Subsidiary held by it will be deemed incurred at that time; (ii) all existing transactions between it and the Borrower or any Restricted Subsidiary will be deemed entered into at that time; (iii) it is released at that time from the Loan Documents to which it is a party; and (iv) it will cease to be subject to the provisions of this Agreement as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.10(b): (i) all of its Indebtedness will be deemed incurred at that time for purposes of Section 6.01; (ii) if it is a Material Domestic Subsidiary, it shall be required to become a Guarantor pursuant to this Agreement in accordance with Section 5.09; and (iii) it will thenceforward be subject to the provisions of this Agreement as Ratio Debt a Restricted Subsidiary. (e) Any designation by the Borrower of a Subsidiary as an Unrestricted Subsidiary or (2) a Restricted Subsidiary after the Fixed Charge Coverage Ratio for Effective Date will be notified to the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for Administrative Agent by promptly providing the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on Administrative Agent a Pro Forma Basis taking into account such designation, andcopy a certificate of an officer of the Borrower certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Subsidiary to be an Unrestricted Subsidiary; provided that: (i) any Guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Issuer or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 6.9; (ii) the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) will, unless it otherwise constitutes a Permitted Investment, be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 6.8; (iii) such Subsidiary does not hold any Liens on any property of the Issuer or any Restricted Subsidiary thereof; (iv) the Subsidiary being so designated: (A) is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer obligation to subscribe for additional Equity Interests; (including any existing Subsidiary and any newly acquired B) has not guaranteed or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary otherwise directly or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have indirectly provided credit support for any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation; provided, further, however, that either:and (iC) is not a party to any agreement or understanding with the Subsidiary to be so designated has total consolidated assets Issuer or any of $1,000 or less; or (ii) if its Restricted Subsidiaries unless the terms of any such Subsidiary has consolidated assets greater than $1,000, then such designation agreement would be permitted under Section 3.46.13; and (v) no Default or Event of Default would be in existence following such designation. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be ‎evidenced to the Trustee by filing with the Trustee the Board Resolution giving effect to such designation and ‎an Officers’ Certificate certifying that such designation complied with the preceding conditions and was ‎permitted by the Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the ‎preceding requirements described in subclauses (i), (ii) or (iii) of clause (a) above, it will thereafter cease to be ‎an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be ‎deemed to be Incurred or made by a Restricted Subsidiary of the Issuer as of such date and, if such ‎Indebtedness, Investments or Liens are not permitted to be Incurred or made as of such date under this ‎Indenture, the Issuer will be in default under this Indenture.‎ (c) The Board of Directors of the Issuer or may at any direct or indirect parent of the Issuer may time designate any Unrestricted Subsidiary to be a Restricted ‎Restricted Subsidiary; providedprovided that:‎ (i) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of ‎the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such ‎designation will only be permitted if such Indebtedness is not prohibited under the covenant ‎described under Section 6.9; (ii) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of ‎the time of such designation and such designation will only be permitted if such Investments ‎would be permitted under the covenant described above under Section 6.8 provided that such outstanding Investments shall be valued at the lesser of (A) the ‎Fair Market Value of such Investments measured on the date of such designation and (B) the ‎Fair Market Value of such Investments measured at the time each such Investment was made ‎by such Unrestricted Subsidiary;‎ (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such ‎designation would be permitted under Section 6.7; and‎ (iv) no Default or Event of Default would be in existence following such designation.‎ (d) The Board of Directors of the Issuer may not designate any Subsidiary to be an Unrestricted Subsidiary if, however, that immediately after giving effect to following such designation: (1) , the Issuer could Incur $1.00 Restricted Subsidiaries would make up less than 85% of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for Consolidated Net Tangible Assets of the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for as of the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andIssue Date.

Designation of Restricted and Unrestricted Subsidiaries. After the termination of the Senior Notes Indenture: (a) The Board Borrower’s board of Directors of the Issuer or any direct or indirect parent of the Issuer directors may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of or a Person becoming a Subsidiary through merger, consolidation or other business combination transaction, or “Investment” (as defined in the IssuerSenior Notes Indenture) therein) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness Capital Stock of, or owns or holds any Lien on any property of, the Issuer Borrower or any other Restricted Subsidiary of the Issuer Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided, however, provided that (i) the Borrower certifies to each Lender that such designation would comply with Section 4.09 (as incorporated herein pursuant to Section 5.01 hereof) and (ii) each Subsidiary to be so designated and each of its Subsidiaries do has not at the time of designation have designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer Borrower or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. (b) The Board Borrower’s board of Directors of the Issuer or any direct or indirect parent of the Issuer directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that Subsidiary only if (i) immediately after giving effect to such designation: (1) , the Issuer could Incur Borrower is able to incur at least $1.00 of additional Indebtedness (other than “Permitted Indebtedness” (as Ratio Debt or defined in the Senior Notes Indenture)) in compliance with Section 4.08 of the Senior Notes Indenture if such Senior Notes Indenture were in full force and effect; and (2ii) the Fixed Charge Coverage Ratio for the Issuer immediately before and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior after giving effect to such designation, in no Default or Event of Default shall have occurred and be continuing. Any such designation by such board of directors shall be evidenced to each case on Lender by promptly filing with each Lender a Pro Forma Basis taking into account copy of the board resolution giving effect to such designation, anddesignation and an officers’ certificate certifying that such designation complied with the foregoing provisions. ARTICLE XV

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer but excluding the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as pursuant to the Fixed Charge Coverage Ratio Debt test described under Section 3.3, or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis pro forma basis taking into account such designation, and

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors or chief financial officer of the Issuer or any direct or indirect parent of the Issuer Parent may designate any Subsidiary of the Issuer Parent (other than, after the consummation of a Holdco Transaction, the Borrower), including any existing Subsidiary and any a newly acquired or newly formed created Subsidiary of the Issuer) Parent, to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, if it meets the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing qualifications: (i) the such Subsidiary to be so designated has total consolidated assets does not own any Equity Interest of $1,000 Parent or less; orany other Restricted Subsidiary of Parent; (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation Parent would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value (as determined by the Borrower in good faith) of all Investments of Parent or its Restricted Subsidiaries in such Subsidiary (valued at Parent’s and its Restricted Subsidiaries’ proportional share of the fair market value (as determined by the Borrower in good faith) of such Subsidiary’s assets less liabilities); (iii) any Guarantee or other credit support thereof by Parent or any Restricted Subsidiary of Parent is permitted under Section 3.46.1 or Section 6.7; (iv) neither Parent nor any Restricted Subsidiary of Parent has any obligation to subscribe for additional Equity Interests of such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 6.1 or Section 6.7; (v) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such designation; (vi) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of Parent or a Restricted Subsidiary of Parent; and (vii) such Subsidiary does not own (or hold an exclusive license in respect of) any Intellectual Property other than ownership or a license resulting from a Permitted IP Transfer. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (bii) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Parent may designate any an Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: (1) Subsidiary if no Event of Default exists at the Issuer could Incur $1.00 time of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for designation and the Issuer and its Restricted Subsidiaries designation would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andnot cause an Event of Default.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Restricted Subsidiary or other Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such if: (a) the Subsidiary to be so designated does not own any Capital Stock or any of its Subsidiaries owns any Equity Interests or Indebtedness Debt of, or owns own or holds hold any Lien on any property Property of, the Issuer or any other Subsidiary Restricted Subsidiary, (b) immediately before and after such designation, no Event of the Issuer that is not a Subsidiary of the Subsidiary to Default shall have occurred and be so designated; providedcontinuing, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to and (c) any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 10,000 or less; or, (ii) if such the Subsidiary has consolidated assets greater than $1,00010,000, then such the designation would be permitted under Section 3.4.4.05, or (biii) the designation is effective immediately upon the entity becoming a Subsidiary of the Issuer (as designated by the Board of Directors in the manner provided in this Section 4.10). Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Issuer will be classified as a Restricted Subsidiary; provided, however, that the Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the second immediately following paragraph will not be satisfied after giving pro forma effect to the classification as a Restricted Subsidiary or if the Person is a Subsidiary of an Unrestricted Subsidiary. Except as provided in the first sentence of the first paragraph of this covenant, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition, neither the Issuer nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary in existence and classified as an Unrestricted Subsidiary at the time the Issuer or the Restricted Subsidiary is liable for that Debt (including any right to take enforcement action against that Unrestricted Subsidiary). The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that immediately after giving pro forma effect to such the designation: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, and,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or Borrower may at any direct or indirect parent of the Issuer may time designate any Restricted Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be Borrower as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be as a Restricted Subsidiary; providedprovided that (i) immediately before and after such designation, howeverno Default or Event of Default shall have occurred and be continuing, that (ii) immediately after giving effect to such designation: (1) , the Issuer could Incur $1.00 Total Leverage Ratio of additional Indebtedness the Borrower on a pro forma basis, as Ratio Debt of the last day of the most recent fiscal year or (2) fiscal quarter for which financial statements have been delivered pursuant to Section 5.1(a), would not exceed 3.00 to 1.00, and, as a condition precedent to the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to effectiveness of any such designation, the Borrower shall deliver to the Agent a certificate setting forth in each case reasonable detail the calculations demonstrating compliance with such ratio and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is at such time a “Restricted Subsidiary” for purposes of any Material Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or its Restricted Subsidiaries’, as applicable, investments therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any investment, Indebtedness or Liens of such Subsidiary existing at such time Table of Contents and (ii) a return on a Pro Forma Basis taking into account any investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designationdesignation of the Borrower’s or its Subsidiaries’, andas applicable, investment in such Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of After the Issuer or any direct or indirect parent of Issue Date, the Issuer may designate any Subsidiary of the Issuer its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the IssuerSubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests Capital Stock or Indebtedness of, or owns or holds any Lien on any property assets of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that provided that: (1) no Default has occurred and is continuing or would occur as a consequence thereof; (2) (x) the Subsidiary to be so designated and its Subsidiaries do not Issuer could incur at the time least $1.00 of designation have any additional Indebtedness pursuant to which the lender has recourse to any of Coverage Ratio Exception or (y) the assets Consolidated Coverage Ratio of the Issuer and the Restricted Subsidiaries is equal to or any of its Restricted Subsidiariesgreater than immediately prior to such designation; provided, further, however, that either:and (i3) either (x) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or less or (iiy) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.44.07 (treating the Fair Market Value of the Issuer’s proportionate interest in the net worth of such Subsidiary on such date calculated in accordance with GAAP as the amount of the Investment). Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designationprovided that: (1) the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or no Default has occurred and is continuing; and (2) the Fixed Charge Coverage Ratio for the Issuer Indebtedness of such Unrestricted Subsidiary and its Restricted Subsidiaries would all Liens on any asset of such Unrestricted Subsidiary outstanding immediately following such redesignation would, if incurred at such time, be equal permitted to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andbe incurred under this Indenture.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Parent may designate any Restricted Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuerother than a Borrower) to be as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be as a Restricted Subsidiary; provided, howeverthat (i) immediately before and after such designation, that immediately no Default shall have occurred and be continuing, (ii) the Group shall be in compliance with the financial covenant set forth in Section 6.07 on a pro forma basis after giving effect to such designation as of the last day of the Fiscal Quarter most recently ended and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary pursuant to this Section 5.19. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment equal to the aggregate fair market value of all outstanding Investments owned by the Parent and the Restricted Subsidiaries in the Subsidiary as of the time of the designation: , as determined by the Parent. Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (1i) the Issuer could Incur $1.00 incurrence at the time of additional designation of any Investment, Indebtedness as Ratio Debt or Liens of such Subsidiary existing at such time and (2ii) a return on any Investment by the Fixed Charge Coverage Ratio for applicable Loan Party in Unrestricted Subsidiaries pursuant to the Issuer and its Restricted Subsidiaries would be preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing (i) no Borrower may be designated as an Unrestricted Subsidiary and (ii) no Person may be designated as an “Unrestricted Subsidiary” if such Person is not an “Unrestricted Subsidiary” or greater than such ratio for is a “Guarantor” under any Senior Notes, the Issuer and its Restricted Subsidiaries immediately prior to such designationSenior Refinancing Notes or under any agreement, in each case on a Pro Forma Basis taking into account such designation, anddocument or instrument evidencing any Material Indebtedness.

Designation of Restricted and Unrestricted Subsidiaries. 170 (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be Unless designated as an Unrestricted Subsidiary unless such Subsidiary on Schedule 7.14 as of June 9, 2014 or thereafter, in compliance with Section 9.19(b) or (d), any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer Person that is not becomes a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer Borrower or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to Subsidiaries shall be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4classified as a Restricted Subsidiary. (b) The Board of Directors Borrower may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary, including a newly or to be formed or newly or to be acquired Subsidiary, as an Unrestricted Subsidiary if (i) prior, and immediately after giving effect, to such designation, neither a Default nor a Borrowing Base dDeficiency would exist and (ii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an amount equal to the fair market value as of the Issuer or any direct or indirect parent date of such designation of the Issuer Borrower’s and its Restricted Subsidiaries’ direct ownership interests in such Subsidiary and such Investment would be permitted to be made at the time of such designation under Section 9.05(n). Except as provided in this Section 9.19(b), no Restricted Subsidiary may be designated as an Unrestricted Subsidiary. (c) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that Subsidiary if immediately after giving effect to such designation: , (1i) the Issuer could Incur $1.00 representations and warranties of additional Indebtedness as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer Borrower and its Restricted Subsidiaries would contained in each of the Loan Documents are true and correct in all material respects on and as of such date as if made on and as of the date of such redesignation (or, if stated to have been made expressly as of an earlier date, were true and correct in all material respects as of such date), (ii) no Default exists, (iii) the Borrower complies with the requirements of Section 8.14(b) and Section 8.18 and (iv) the Borrower and/or one or more Restricted Subsidiaries owns all of the Equity Interests in such Subsidiary. Any such designation shall be treated as a cash dividend to the Borrower in an amount equal to or greater than such ratio for the Issuer lesser of the fair market value of the Borrower’s and its Restricted Subsidiaries immediately prior Subsidiaries’ direct ownership interests in such Subsidiary or the amount of the Borrower’s and its Restricted Subsidiaries’ aggregate investment previously made for purposes of the limitation on Investments under Section 9.05(n). Upon the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, all Investments previously made in such Unrestricted Subsidiary shall no longer be counted in determining the limitation on Investments under Section 9.05(n). (d) Each Subsidiary of an Unrestricted Subsidiary shall automatically be designated as an Unrestricted Subsidiary. (e) Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with Section 9.19(b), (i) such Subsidiary shall be automatically released from all obligations, if any, under the Loan Documents, including the Guaranty Agreement and all other applicable Security Instruments and (ii) all Liens granted pursuant to the Guaranty Agreement and all other applicable Security Instruments on the Property of, and the Equity Interests in, such designation, in each case on a Pro Forma Basis taking into account such designation, andUnrestricted Subsidiary shall be automatically released.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) Company to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that if: (a) the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary and its Subsidiaries do is not at the time of designation have any Indebtedness required to be a Subsidiary Guarantor pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiariesthis Indenture; provided, further, however, that and (b) either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or less or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under the covenant described under Section 3.4.4.04 and is treated as a Restricted Payment or Permitted Investment thereunder and following such designation, such Subsidiary is not Guaranteeing any Debt of the Company; or (b2) such designation is effective immediately upon such entity becoming a Subsidiary of the Company. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if the requirements set forth in clause (i) of the second immediately following paragraph will not be satisfied after giving pro forma effect to such classification as a Restricted Subsidiary or if such Person is a Subsidiary of an Unrestricted Subsidiary. Except as provided in the first sentence of this Section 4.11, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that (i) immediately after giving pro forma effect to such designation: , no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (ii)(1) the Company could incur an additional $1.00 of Debt pursuant to clause (1) of the Issuer could Incur $1.00 first paragraph of additional Indebtedness as Ratio Debt Section 4.03, or (2) the Fixed Charge Consolidated Interest Coverage Ratio for of the Issuer and its Restricted Subsidiaries Company would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries Consolidated Interest Coverage Ratio immediately prior to such designation. Any such designation or redesignation by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation or redesignation and an Officers’ Certificate that: (a) certifies that such designation or redesignation complies with the foregoing provisions; and (b) gives the effective date of such designation or redesignation, such filing with the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in which such designation or redesignation is made (or, in each the case on of a Pro Forma Basis taking into account designation or redesignation made during the last fiscal quarter of the Company’s fiscal year, within 90 days after the end of such designation, andfiscal year).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer Parent may designate any Restricted Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuerother than a Borrower) to be as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 3.4. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be as a Restricted Subsidiary; provided, howeverthat (i) immediately before and after such designation, that immediately no Default or Event of Default shall have occurred and be continuing, (ii) the Group shall be in compliance with the financial covenant set forth in Section 6.07 (whether or not then tested) on a pro forma basis after giving effect to such designation as of the last day of the Fiscal Quarter most recently ended and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary pursuant to this Section 5.19. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment equal to the aggregate fair market value of all outstanding Investments owned by the Parent and the Restricted Subsidiaries in the Subsidiary as of the time of the designation: , as determined by the Parent. Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (1i) the Issuer could Incur $1.00 incurrence at the time of additional designation of any Investment, Indebtedness as Ratio Debt or Liens of such Subsidiary existing at such time and (2ii) a return on any Investment by the Fixed Charge Coverage Ratio for applicable Loan Party in Unrestricted Subsidiaries pursuant to the Issuer and its Restricted Subsidiaries would be preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing (i) no Borrower may be designated as an Unrestricted Subsidiary and (ii) no Person may be designated as an “Unrestricted Subsidiary” if such Person is not an “Unrestricted Subsidiary” or greater than such ratio for is a “Guarantor” under any Senior Notes, the Issuer and its Restricted Subsidiaries immediately prior to such designationSenior Secured Notes, in each case on a Pro Forma Basis taking into account such designationthe Senior Refinancing Notes or under any agreement, anddocument or instrument evidencing any Material Indebtedness. ​

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Restricted Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary if no Default or any Event of its Subsidiaries owns any Equity Interests or Indebtedness ofDefault has occurred and is continuing, or owns or holds any Lien on any property ofwould result therefrom and immediately after giving effect to such designation, the Issuer or any other could incur $1.00 of additional Indebtedness pursuant to Section 4.09(a) hereof. If a Restricted Subsidiary of the Issuer that is not a Subsidiary designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at an Investment made as of the time of the designation have any Indebtedness pursuant to which and will reduce the lender has recourse to any amount available for Restricted Payments under Section 4.07(a)(iv)(C) hereof or Restricted Payments permitted under Section 4.07(b)(xi) hereof, as elected by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. Notwithstanding the assets of the Issuer or any of its Restricted Subsidiaries; providedforegoing, further, however, that either: (i) the Issuer may not designate ROCH as an Unrestricted Subsidiary to be so designated has total consolidated assets of $1,000 or less; or at any time after the Issue Date, (ii) the Issuer may not designate TV One as an Unrestricted Subsidiary at any time after it has become a Restricted Subsidiary (if such ever) and (iii) no Subsidiary has consolidated assets greater than $1,000, then such designation would may be permitted under Section 3.4designated as an Unrestricted Subsidiary unless it is also an “unrestricted subsidiary” for purposes of the Existing Credit Agreement. (b) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to Subsidiary of the Issuer if no Default or Event of Default has occurred and is continuing at the time of such designation:, or would result therefrom; provided that such designation will be deemed as of the date of such designation to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and the creation, incurrence, assumption or otherwise causing to exist any Lien of such Unrestricted Subsidiary and such designation will only be permitted if (i) 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 (ii) such Lien is permitted under Section 4.11 hereof. (1c) In the Issuer could Incur $1.00 event TV One becomes a Subsidiary of additional Indebtedness as Ratio Debt the Company, subject to the following proviso (i) it shall be an Unrestricted Subsidiary and (ii) such designation shall not be subject to Section 4.19(a) or (2Section 4.19(b) hereof; provided that, if at any time, the Fixed Charge Coverage Ratio for the Issuer and Issuer, any of its Restricted Subsidiaries would be equal to and/or any Affiliate Entities become the Beneficial Owner of 90% or greater than such ratio for more of the Issuer outstanding Equity Interests of TV One, then TV One (and each of its Subsidiaries, if any) shall automatically become a Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andSubsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer Borrower (other than the Borrower), including any existing Subsidiary and any a newly acquired or newly formed Subsidiary of the Issuer) created Subsidiary, to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, if it meets the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that eitherfollowing qualifications: (i) the such Subsidiary to be so designated has total consolidated assets of $1,000 does not own any Equity Interest of, or less; orhold any Lien on or indebtedness of, any Obligor or any other Restricted Subsidiary; (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation the Borrower would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value of all Investments of the Obligors and their Restricted Subsidiaries in such Subsidiary; (iii) any guarantee or other credit support thereof by any Obligor or any other Restricted Subsidiary is permitted under Section 3.46.01 or Section 6.06; (iv) none of the Obligors or their respective Restricted Subsidiaries has any obligation to subscribe for additional Equity Interests of such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 6.01 or Section 6.06; (v) immediately before and after such designation, (x) no Event of Default shall have occurred and be continuing or would result from such designation and (y) Borrower shall be in pro forma compliance with the financial covenants set forth in Article 7; and (vi) no Subsidiary may be designated as an Unrestricted Subsidiary if (x) it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of the Obligors or their respective Restricted Subsidiaries or (y) owns, licenses or otherwise holds any legal right to any Intellectual Property Rights that are material to the business and/or operations of the Borrower and its Restricted Subsidiaries (taken as a whole) (collectively, “Material Intellectual Property”). Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (b) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections 5.12(a)(i), 5.12(a)(iii), 5.12(a)(iv) or 5.12(a)(vi) of this Section 5.12 will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in subsection (d). (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) all existing Investments of the Obligors and their respective Restricted Subsidiaries therein (valued at the Borrower’s proportional share of the fair market value of its assets less liabilities) will be deemed made at that time; (ii) all existing Indebtedness of any Obligor or its Restricted Subsidiaries held by it will be deemed incurred at that time, and all Liens on property of any Obligor or its Restricted Subsidiaries held by it will be deemed incurred at that time; (iii) all existing transactions between it and any Obligor or any Restricted Subsidiary will be deemed entered into at that time; (iv) it is released at that time from the Loan Documents to which it is a party and all related security interests on its property shall be released; and (v) it will cease to be subject to the provisions of this Agreement as a Restricted Subsidiary. (d) The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any an Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately before and after such designation, the designation (x) would not cause an Event of Default and (y) Borrower would be in pro forma compliance with the financial covenants set forth in Article 7. Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary, (i) all of its Indebtedness will be deemed incurred at that time for purposes of Section 6.01; (ii) Investments therein previously charged under Section 6.06 will be credited thereunder; (iii) Subject to Section 5.13, it shall be required to become a Guarantor pursuant to this Agreement; provided, however, that immediately and (iv) it will thenceforward be subject to the provisions of this Agreement as a Restricted Subsidiary. (e) Any designation by the Board of Directors of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary after the Effective Date will be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolutions of the Board of Directors giving effect to such designation: (1) the Issuer could Incur $1.00 designation and a certificate of additional Indebtedness as Ratio Debt or (2) an officer of the Fixed Charge Coverage Ratio for Borrower certifying that the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for designation complied with the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation, andforegoing provisions.