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

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors may designate any Subsidiary of the Parent (other than the Borrower), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications: (i) such Subsidiary does not own any Equity Interest of any Obligor or any other Restricted Subsidiary; (ii) 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 6.01 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 may designate 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; 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 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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board board of Directors directors (or a committee thereof) or chief financial officer of the Borrower may designate any Subsidiary of the Parent (other than the Borrower), including a newly acquired or created SubsidiarySubsidiary of the Borrower, to be an Unrestricted Subsidiary if it meets the following qualifications: (i) (A) such Subsidiary does not own any Equity Interest of any Obligor the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower and (B) such Subsidiary does not own any Material Intellectual Property; (ii) 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 Guarantee or other credit support thereof by any Obligor the Borrower or any other Restricted Subsidiary of the Borrower is permitted under Section 6.01 or Section 6.066.08; (iviii) none neither the Borrower nor any Restricted Subsidiary of the Obligors or their respective Restricted Subsidiaries 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 6.066.08; (viv) 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 (viv) 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 Borrower or their respective a Restricted SubsidiariesSubsidiary of the Borrower. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (bSection 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 5.12(a)(i(a)(i), 5.12(a)(iii(a)(ii), 5.12(a)(iv(a)(iii), (a)(iv) or 5.12(a)(vi(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 Borrower may designate an 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. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) all existing Investments Indebtedness of the Obligors and their respective Borrower or a Restricted Subsidiaries therein (valued at the Borrower’s proportional share Subsidiary 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 Borrower held by it will be deemed incurred issued or incurred, as applicable, at that time, and all Liens on property of any Obligor the Borrower or a Restricted Subsidiary of the Borrower securing its Restricted Subsidiaries held by it obligations will be deemed incurred at that time; (ii) all Investments therein previously charged under Section 6.08 will be credited thereunder; (iii) all existing transactions between it and any Obligor the 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 is will be automatically released at that time from the Loan Documents to which it is a party and all related security interests on its property shall be releasedGuaranty, 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 Indebtedness, Liens and Investments of such Subsidiary will be deemed incurred at that time for purposes of Section 6.016.01 and Section 6.02, as applicable; (ii) Investments therein previously charged under Section 6.06 will be credited thereunder; (iii) if it is a Material Domestic Subsidiary and a Wholly-Owned Subsidiary of the Parent (unless it is an Excluded Restricted Subsidiary), it shall be required to become a Guarantor pursuant to this AgreementSection 5.10; and (iviii) it will thenceforward be subject to the provisions of this Agreement as a Restricted Subsidiary. (e) Any designation by the Board board of Directors directors (or a committee thereof) or chief financial officer 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 delivering to the Administrative Agent a copy certificate of a Responsible Officer of the resolutions of the Board of Directors giving effect to the designation and a certificate of an officer of the Parent Borrower certifying that the designation complied with the foregoing provisions.

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; provided that, (a) The Board of Directors may designate any if such Subsidiary of the Parent (other than the Borrower), including initially is designated a newly acquired or created Restricted Subsidiary, to 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 may be made, (b) if it meets the following qualifications: (i) such Subsidiary does 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 a Restricted Subsidiary as an Unrestricted Subsidiary there exists no Default or Event of Default and (d) a Subsidiary Guarantor may not own be designated an Unrestricted Subsidiary. If a Restricted Subsidiary at any Equity Interest time ceases to be such as a result of a redesignation, any Obligor or any other Restricted Subsidiary; (ii) the Parent would be permitted to make an Investment at the time Liens on property 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 Company or any other Restricted Subsidiary securing Indebtedness owed to such Restricted Subsidiary that is permitted under Section 6.01 or Section 6.06; (iv) none of the Obligors or their respective Restricted Subsidiaries has any obligation to subscribe for additional Equity Interests of not contemporaneously repaid, together with 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 designationIndebtedness, 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 have been incurred by the Company or such other Restricted Subsidiary, subject to as the consequences set forth in subsection (d). The Board of Directors case may designate an Unrestricted be, at the time such Restricted Subsidiary ceases 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; 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 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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board Unless designated as an Unrestricted Subsidiary on Schedule 7.14 as of Directors may designate the date hereof or thereafter, in compliance with Section 9.19(b) or (d), any Person that becomes a Subsidiary of the Parent Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (other than b) The Borrower may designate by written notification thereof to the Borrower)Administrative Agent, any Restricted Subsidiary, including a newly or to be formed or newly or to be acquired or created Subsidiary, to be as an Unrestricted Subsidiary if it meets the following qualifications: (i) prior, and immediately after giving effect, to such Subsidiary does not own any Equity Interest of any Obligor or any other Restricted Subsidiary; designation, neither a Default nor a Borrowing Base Deficiency would exist and (ii) the Parent would such designation is deemed to be permitted to make an Investment at the time of the designation in an Unrestricted Subsidiary in an amount equal to the aggregate fair market value of all Investments as of the Obligors date of such designation of the Borrower’s and their its Restricted Subsidiaries Subsidiaries’ direct ownership interests in such Subsidiary; (iii) any guarantee or other credit support thereof by any Obligor or any other Restricted Subsidiary is and such Investment would be permitted to be made at the time of such designation under Section 6.01 or 9.05(m). Except as provided in this 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 designation9.19(b), no Event of Default shall have occurred and be continuing or would result from such designation; and (vi) no Restricted 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). (bc) 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 Borrower may designate an any 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, immediately after giving effect to such designation, (i) all existing Investments the representations and warranties of the Obligors Borrower and their respective its Restricted Subsidiaries therein 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 (valued at 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’s proportional share 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 the lesser 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 the Borrower’s and its Restricted Subsidiaries held by it will be deemed incurred at that time, Subsidiaries’ direct ownership interests in such Subsidiary or the amount of the Borrower’s 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 Subsidiaries’ aggregate investment previously made for purposes of the limitation on Investments under Section 9.05(m). Upon the designation of an Unrestricted 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, 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) Upon Each Subsidiary of an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (i) all of its Indebtedness will shall automatically 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) if it is a Domestic Subsidiary and a Wholly-Owned Subsidiary of the Parent (unless it is designated as 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 Unrestricted Subsidiary. (e) Any Upon designation by the Board of Directors of a Restricted Subsidiary as an Unrestricted Subsidiary or a Restricted in compliance with Section 9.19(b), (i) such Subsidiary after shall be automatically released from all obligations, if any, under the Effective Date will be evidenced Loan Documents, including the Guaranty Agreement and all other applicable Security Instruments and (ii) all Liens granted pursuant to the Administrative Agent by promptly filing with Guaranty Agreement and all other applicable Security Instruments on the Administrative Agent a copy of Property of, and the resolutions of the Board of Directors giving effect to the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisionsEquity Interests in, such Unrestricted Subsidiary shall be automatically released.

Designation of Restricted and Unrestricted Subsidiaries. (aA) The Board of Directors or the Audit Committee or the Parent’s management may designate any Subsidiary of the Parent Issuer (other than the Borrower), including a any newly acquired or created newly formed Subsidiary, ) to be an Unrestricted Subsidiary if it meets the following qualifications: (i) unless such Subsidiary does not own or any Equity Interest of its Subsidiaries owns any Obligor Capital Stock or Indebtedness of, or holds any Lien on any property of, the Issuer or any other Restricted Subsidiary; Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either (iiA) the Parent Subsidiary to be so designated has total assets of one thousand dollars ($1,000) or less or (B) if such Subsidiary has assets greater than one thousand dollars ($1,000), such designation would be permitted under Section 4.03. (B) The Board of Directors or the Audit Committee or the Parent’s management may designate any Unrestricted Subsidiary to make an Investment at be a Restricted Subsidiary (which designation, if not by the time Board of Directors or the Audit Committee of the designation Board of Directors, will be evidenced in an amount equal Officer’s Certificate that is delivered to the aggregate fair market value Trustee); provided, however, that immediately after giving effect to such designation (A) the Issuer could Incur one dollar ($1.00) of all Investments additional Indebtedness pursuant to Section 4.02(A) (irrespective of the Obligors whether such Section 4.02(A) remains in effect) and their Restricted Subsidiaries in such Subsidiary; (iiiB) any guarantee or other credit support thereof by any Obligor or any other Restricted Subsidiary is permitted under Section 6.01 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 continuing. Any such designation; and (vi) no Subsidiary may designation by the Board of Directors shall be designated as an Unrestricted Subsidiary if it is evidenced to the Trustee by promptly filing with the Trustee a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness copy of the Obligors or their respective Restricted Subsidiaries. Once so designated, resolution of the Subsidiary will remain Board of Directors giving effect to such designation and an Unrestricted Subsidiary, subject to subsection (bOfficer’s Certificate certifying that such designation complies with this Section 4.11(B). (bi) A Subsidiary previously designated as an Unrestricted Subsidiary which at any time fails to meet the qualifications set forth in subsections 5.12(a)(i), 5.12(a)(iii), 5.12(a)(ivSection 4.11(A) 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 Section 4.11(E). (d). ii) The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of a Default. (ciii) Once designated as an Unrestricted Subsidiary, such Unrestricted Subsidiary will remain an Unrestricted Subsidiary, subject to Section 4.11(F). (D) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary,: (i) all existing Investments of the Obligors Issuer and their respective the Restricted Subsidiaries therein (valued at the BorrowerIssuer’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 the Issuer or any Restricted Subsidiary will be deemed entered into at that time; (iviii) it such Unrestricted Subsidiary 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 releasedGuaranty, if any; and (viv) it such Unrestricted Subsidiary will cease to be subject to the provisions of this Agreement the Indenture as a Restricted Subsidiary. (dE) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b),Subsidiary: (i) all of its Indebtedness and Disqualified Stock or Preferred Stock will be deemed incurred Incurred at that time for purposes of Section 6.014.02; (ii) Investments therein previously charged under Section 6.06 4.03 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 may be required to become issue a Guarantor Guaranty Agreement of the Notes pursuant to this AgreementSection 4.09; and (iv) it will thenceforward be subject to the provisions of this Agreement the Indenture as a Restricted Subsidiary. (eF) Any designation by the Board of Directors of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary after the Effective Date or Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by promptly filing with the Administrative Agent Trustee a copy of the resolutions of the Board of Directors Resolution giving effect to the designation and a certificate of an officer of the Parent Officer’s Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Issuers may designate after the Issue Date any Subsidiary of the Parent (other than the Borrower), Issuers) (including a any newly acquired or created newly formed Subsidiary, to be ) as an “Unrestricted Subsidiary if it meets the following qualificationsSubsidiary” under this Indenture (a “Designation”) only if: (ia) such Subsidiary does not own any Equity Interest of any Obligor no Default or any other Restricted Subsidiary; (ii) 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 6.01 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 has occurred and be is continuing or would result from after giving effect to such designationDesignation; 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 either (x) 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 may designate an Unrestricted Subsidiary to be a Restricted so designated has total consolidated assets of $1,000 or less or (y) if such Subsidiary if the designation has consolidated assets greater than $1,000, then such 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; 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 will be deemed incurred at that time for purposes of Section 6.01; (ii) Investments therein previously charged permitted 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 4.07. The Issuers may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect such Revocation: (c) (x) the Parent could Incur at least $1.00 of additional Indebtedness under Section 4.09(a) or (y) the Fixed Charge Coverage Ratio would be greater than immediately prior to such Revocation, in each case on a Restricted pro forma basis taking into account such Revocation; (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 the Effective Date will giving effect to such Revocation. Each Designation and Revocation must be evidenced by promptly delivering to the Administrative Agent by promptly filing with the Administrative Agent Trustee a copy of the resolutions board resolution of the Board of Directors of the Issuers giving effect to such Designation or Revocation, as the designation case may be, and a certificate of an officer of the Parent Officers’ Certificate certifying that the designation complied compliance with the foregoing 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 Unless designated as an Unrestricted Subsidiary on Schedule 7.14 as of Directors may designate the date hereof or thereafter, in compliance with Section 9.17(b) or Section 9.17(d), any Person that becomes a Subsidiary of the Parent or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (b) The 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 or created Subsidiary, to be as an Unrestricted Subsidiary if it meets the following qualifications: (i) prior, and immediately after giving effect, to such Subsidiary does not own any Equity Interest of any Obligor or any other Restricted Subsidiary; designation, no Default would exist and (ii) the Parent would such designation is deemed to be permitted to make an Investment at the time of the designation in an Unrestricted Subsidiary in an amount equal to the aggregate fair market value of all Investments as of the Obligors date of such designation of the Parent’s and their its Restricted Subsidiaries Subsidiaries’ direct and indirect ownership interest in such Subsidiary; (iii) any guarantee or other credit support thereof by any Obligor or any other Restricted Subsidiary is and such Investment would be permitted to be made at the time of such designation under Section 6.01 or 9.05. Except as provided in this 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 designation9.17, no Event of Default shall have occurred and be continuing or would result from such designation; and (vi) no Restricted 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). (bc) 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 Parent may designate an any 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, after giving effect to such designation, (i) all existing Investments the representations and warranties of the Obligors Parent, the Borrower and their respective the other Restricted Subsidiaries therein 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 (valued at 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’s proportional share Parent and the 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 its assets less liabilities) will be deemed made at that time; (ii) all existing Indebtedness of any Obligor or the Borrower’s and its Restricted Subsidiaries held by it will be deemed incurred at that time, Subsidiaries’ direct ownership interests in such Subsidiary and all Liens on property (B) the amount of any Obligor the Parent or the Borrower’s and 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 Subsidiaries’ aggregate investment previously made for purposes of the limitation on Investments under Section 9.05. Upon the designation of an Unrestricted 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, 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) Upon Each Subsidiary of an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (i) all of its Indebtedness will shall automatically 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) if it is a Domestic Subsidiary and a Wholly-Owned Subsidiary of the Parent (unless it is designated as 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 Unrestricted Subsidiary. (e) Any Upon designation by the Board of Directors of a Restricted Subsidiary as an Unrestricted Subsidiary or a Restricted in compliance with this Section 9.17, (i) such Subsidiary after shall be automatically released from all obligations, if any, under the Effective Date will be evidenced Loan Documents, including the Guaranty and Security Agreement and all other applicable Security Instruments and (ii) all Liens granted pursuant to the Administrative Agent by promptly filing with Guaranty and Security Agreement and all other applicable Security Instruments on the Administrative Agent a copy of Property of, and the resolutions of the Board of Directors giving effect to the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisionsEquity Interests in, such Unrestricted Subsidiary shall be automatically released.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of Dutch Co-Issuer may designate any Subsidiary of the Parent Dutch Co-Issuer (other than the Borrower), including a any existing Subsidiary and any newly acquired or created Subsidiary, newly formed Subsidiary of Dutch Co-Issuer) to be an Unrestricted Subsidiary if it meets 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, Dutch Co-Issuer or any other Subsidiary of Dutch Co-Issuer that is not a Subsidiary of the following qualificationsSubsidiary 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 Dutch Co-Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (i) such the Subsidiary does not own any Equity Interest to be so designated has total consolidated assets of any Obligor $1,000 or any other Restricted Subsidiary;less; or (ii) the Parent if such Subsidiary has consolidated assets greater than $1,000, then such designation 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 6.01 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)3.4. (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 Dutch Co-Issuer may designate an any Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of Default.Subsidiary; provided, however, that immediately after giving effect to such designation: (c1) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, Dutch Co-Issuer could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described under Section 3.3 or (i2) all existing Investments of the Obligors Fixed Charge Coverage Ratio for Dutch Co-Issuer 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 would be deemed incurred at that time, equal to or greater than such ratio for Dutch Co-Issuer 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 immediately prior to such designation, in each case on a pro forma basis taking 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; account such designation, 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 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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Parent (other than the Borrower)a Designated Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualificationsqualifications and the designation would not cause a Default: (i) such Such Subsidiary does not own any Equity Interest Capital Stock of any Obligor the Company or any Restricted Subsidiary (other than any Subsidiary of such Subsidiary that is also being designated to be an Unrestricted Subsidiary) or hold any Debt of, or any Lien on any property of, the Company or any Restricted Subsidiary (other than any Subsidiary of such Subsidiary that is also being designated to be an Unrestricted Subsidiary); (ii) the Parent would be permitted to make an Investment at At the time of the designation designation, the Company’s or any Restricted Subsidiary’s Investment in an amount equal to the aggregate fair market value of all Investments of the Obligors and their Restricted Subsidiaries Subsidiary would be permitted under Section 4.07 as provided in such Subsidiaryclause (c)(i) below; (iii) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any guarantee Guarantee or other credit support thereof by any Obligor the Company or any other Restricted Subsidiary is permitted under Section 6.01 or 4.06 and Section 6.064.07; (iv) none of The Subsidiary is not party to any transaction or arrangement with the Obligors Company or their respective any Restricted Subsidiaries Subsidiary that would not be permitted under Section 4.10; and (v) Neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of such the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results results, except to the extent permitted by Section 6.01 or 4.06 and 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 Subsidiaries4.07. Once so designated, designated the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection paragraph (b). (b) (i) 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)(ivparagraph (a) 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 paragraph (d). The Board of Directors may designate 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; 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 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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. The Parent 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 may designate any if such Subsidiary of the Parent (other than the Borrower), including initially is designated a newly acquired or created Restricted Subsidiary, to 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 may be made; (b) if it meets 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 following qualifications: Parent may not designate a Restricted Subsidiary as an Unrestricted Subsidiary unless: (i) such Restricted Subsidiary does not own own, directly or indirectly, any Equity Interest Debt or capital stock of any Obligor the Parent or any other Restricted Subsidiary; , including the Company, (ii) the Parent would be such designation, considered as a sale of assets, is permitted pursuant 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 Section 10.6, 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 6.01 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, designation there exists no Default or Event of Default Default; (d) notwithstanding Section 10.4(g), if an Unrestricted Subsidiary is designated as a Restricted Subsidiary, all outstanding Debt and Liens of such Subsidiary shall be deemed to have occurred and be continuing or would result from been incurred as of the date of such designation; and (vie) no Subsidiary the Parent may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (not designate the Company or any similar designation) for any other Indebtedness of the Obligors or their respective Restricted Subsidiaries. Once so designated, the Subsidiary will remain Guarantor 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 may designate 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; 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 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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

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 may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications: (i) such Subsidiary does not own any Equity Interest of any Obligor the Borrower or any other Restricted Subsidiary; (ii) the Parent 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 Borrower or its Restricted Subsidiaries in such Subsidiary; (iii) any guarantee Guarantee or other credit support thereof by any Obligor the Borrower or any other Restricted Subsidiary is permitted under Section 6.01 6.1 or Section 6.066.7; (iv) none of neither the Obligors or their respective Borrower nor any Restricted Subsidiaries 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 6.1 or Section 6.066.7; (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 Obligors Borrower or their respective a Restricted SubsidiariesSubsidiary; 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 5.12(a)(i(a)(i), 5.12(a)(iii(a)(iii), 5.12(a)(iv(a)(iv) or 5.12(a)(vi(a)(vi) of this Section 5.12 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 may designate 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 Borrower and their respective 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 any Obligor the Borrower or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred at that time, and all Liens on property of any Obligor the Borrower or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred at that time; (iii) all existing transactions between it and any Obligor 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 Guaranty and the Security Agreement 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) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b5.14(b), (i) all of its Indebtedness will be deemed incurred at that time for purposes of Section 6.016.1; (ii) Investments therein previously charged under Section 6.06 6.7 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 may be required to become a Guarantor pursuant to this AgreementSection 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 or a Restricted Subsidiary after the Effective 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 the designation and a certificate of an officer of the Parent Borrower certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board SCHEDULE 7.07 sets forth a complete and accurate list of Directors may the Borrower's Unrestricted Subsidiaries as of the Closing Date. From and after the Closing Date, the Borrower shall not designate any Restricted Subsidiary of the Parent (other than the Borrower), including a newly acquired or created Subsidiary, to be as an Unrestricted Subsidiary if it meets the following qualifications: unless: (i) immediately prior to and after giving effect to such Subsidiary does not own any Equity Interest change in designation no Default or an Event of any Obligor or any other Restricted Subsidiary; Default would exist and (ii) the Parent would be permitted to make an Investment at the time designation of the designation in Subsidiary as an amount equal to Unrestricted Subsidiary would not have a Material Adverse Effect; PROVIDED, however, that Borrower may not designate any Restricted Subsidiaries as Unrestricted Subsidiaries if the aggregate fair market value of all Investments operating income of the Obligors and their Restricted Subsidiaries in so designated at that time would account for more than 30% of the consolidated operating income of the Borrower and its Consolidated Subsidiaries for the most recently completed four fiscal quarters. Thereafter for purposes of such Subsidiary;calculation: (x) operating income of Unrestricted Subsidiaries will be excluded from the consolidated operating income of the Borrower and its Consolidated Subsidiaries and (y) fiscal quarters used previously will be excluded. (iiib) From and after the Closing Date, the Borrower shall not designate any Unrestricted Subsidiary which otherwise meets the definition of a Restricted Subsidiary, as a Restricted Subsidiary, unless if, and only if, immediately after giving effect to such change in designation: (i) any guarantee or other credit support thereof by any Obligor or any other Restricted Subsidiary is permitted under Section 6.01 or Section 6.06; (iv) none of the Obligors or their respective Restricted Subsidiaries has any obligation to subscribe for additional Equity Interests and all outstanding Indebtedness of such Subsidiary could then have been incurred in compliance with SECTION 7.01 and (ii) 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 maintain 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 specifying such date and the name of the Subsidiary whose designation is to be so changed, which notice will be accompanied by an officer's certificate certifying that the conditions required for such change in designation will not be violated. The Administrative Agent will promptly provide a copy of such designation request to the Lenders. Notwithstanding the foregoing, if due to an acquisition or preserve its financial condition or cause it to achieve specified levels of operating results except other event, in either case to the extent permitted by Section 6.01 or Section 6.06; (v) this Agreement, which would cause a Person which was not previously a Consolidated Subsidiary to become a Consolidated Subsidiary, Borrower may immediately before and after elect to have such designationPerson not become a Consolidated Subsidiary, no Event of Default shall have occurred and be continuing or would result from such designation; and (vi) no Subsidiary may but instead to 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 without regard to subsection (b). (b) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications notice period 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 may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of Defaultabove. (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) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of Parent may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualificationsqualifications and the designation would not cause a Default: (i) such Such Subsidiary does not own any Equity Interest Capital Stock of any Obligor the Company, Parent or any other Restricted Subsidiary or hold any Debt of, or any Lien on any property of, the Company, Parent or any Restricted Subsidiary;; and (ii) the Parent would be permitted to make an Investment at At the time of the designation, 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;would be permitted under Section 4.07. (iii) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any guarantee Guarantee or other credit support thereof by any Obligor the Company, Parent or any other Restricted Subsidiary is permitted under Section 6.01 or 4.06 and Section 6.06;4.07. (iv) none 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 Obligors Company, Parent or their respective any Restricted Subsidiaries Subsidiary has any obligation to subscribe for additional Equity Interests of such 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 6.01 or 4.06 and 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 Subsidiaries4.07. Once so designated, designated the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection clause (b). (bi) 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)(ivclause (a) 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 clause (d). . (ii) The Board of Directors of Parent may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of a Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary,: (i) all existing Investments of the Obligors Company, Parent and their respective the Restricted Subsidiaries therein (valued at the BorrowerParent’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 the Company, Parent or any Restricted Subsidiary will be deemed entered into at that time; (iviii) 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 Documents to which it Recipient; (v) the release of the Liens on the Share Collateral where such Subsidiary is a party and all related security interests on its property shall be releasedthe issuer or the shares constituting such Share Collateral; and (vvi) it will cease to be subject to the provisions of this Agreement the Indenture as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b)Subsidiary, (i) all of its Indebtedness Debt and Disqualified or Preferred Stock will be deemed incurred Incurred at that time for purposes of Section 6.014.06, 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 6.06 4.07 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 may be required to become issue a Guarantor Note Guaranty pursuant to this AgreementSection 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 this Agreement the Indenture as a Restricted Subsidiary. (e) Any designation by the Board of Directors of Parent of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary after the Effective Date or Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by promptly filing with the Administrative Agent Trustee a copy of the resolutions of the Board of Directors Resolution giving effect to the designation and a certificate of an officer of the Parent Officers’ Certificate certifying that the designation complied with the foregoing provisions. (f) The designation of a Subsidiary of Parent as an Unrestricted Subsidiary will be deemed to include the designation of all of the Subsidiaries of such Subsidiary, unless otherwise determined by the Board of Directors of Parent.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Company may designate any Subsidiary of the Parent (other than the Borrower), including to be a newly acquired or created Subsidiary, Restricted Subsidiary and may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if it meets by giving written notice to each holder of Notes that the following qualifications: (i) Board of Directors of the Company has made such designation, provided, however, that no Subsidiary does not own any Equity Interest of any Obligor or any other may be designated a Restricted Subsidiary; (ii) the Parent would Subsidiary and no Restricted Subsidiary may be permitted to make designated an Investment Unrestricted Subsidiary unless, at the time of such action and after giving effect thereto, (a) solely in the designation case of a Restricted Subsidiary being designated an Unrestricted Subsidiary, such Restricted Subsidiary being designated an Unrestricted Subsidiary shall not have any continuing Investment 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 Company or any other Restricted Subsidiary is permitted under Section 6.01 and (b) no Default 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 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 date of determination under this Section 10.12 and not as of the end of the immediately preceding fiscal quarter of the Company). Any Restricted Subsidiary may be which has been designated as an Unrestricted Subsidiary if it is and which has then been redesignated a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness Restricted Subsidiary, in each case in accordance with the provisions of the Obligors or their respective 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 Restricted Subsidiaries. Once so designated, the Subsidiary will remain and which has then been redesignated an Unrestricted Subsidiary, subject to subsection (b). (b) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet in each case in accordance with the qualifications set forth in subsections 5.12(a)(i), 5.12(a)(iii), 5.12(a)(iv) or 5.12(a)(vi) provisions of the first sentence of this Section 5.12 will 10.12, shall not at any time thereafter be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in subsection (d). The Board of Directors may designate an Unrestricted Subsidiary to be redesignated a Restricted Subsidiary if without the designation would not cause an Event of Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) all existing Investments prior written consent 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 SubsidiaryRequired Holders. (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 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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Borrower may designate any Restricted Subsidiary of the Parent (other than the Borrower), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets in accordance with the following qualifications: definition of “Unrestricted Subsidiary”; provided 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 (iiii) either (1) the Borrower could incur $1.00 of additional Indebtedness pursuant to Section 7.03(a) or (2) (A) the Fixed Charge Coverage Ratio for the 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 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 Subsidiary does not own any Equity Interest of any Obligor designation will be treated as an Investment by the Borrower or any other such Restricted Subsidiary; (ii) the Parent would be permitted to make an Investment , 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 equal to of all such outstanding Investments will be the aggregate fair market value of all such Investments at the time of the Obligors and their Restricted Subsidiaries in designation. The designation will not be permitted if such Subsidiary; (iii) any guarantee or other credit support thereof by any Obligor or any other Restricted Subsidiary is Investment would not be permitted under Section 6.01 or Section 6.06; (iv) none 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 Obligors or their respective Restricted Subsidiaries has 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 obligation time, any Unrestricted Subsidiary would fail to subscribe meet any of the requirements of an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for additional Equity Interests purposes of this Agreement and (1) any Indebtedness of such Subsidiary, (2) any Liens of such Subsidiary or and (3) any Investments of such Subsidiary, in each case shall be deemed to maintain or preserve its financial condition or cause it be incurred by a Restricted Subsidiary of the Borrower as of such date. The Borrower may at any time designate any Unrestricted Subsidiary to achieve specified levels be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence, on the date of operating results except to the extent permitted by Section 6.01 or Section 6.06; (v) immediately before and after such designation, of 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 or would result from such designation; and (vi) no Subsidiary may be continuing. The Specified Subsidiaries are designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness Subsidiaries under this Agreement as of the Obligors Closing Date, and any direct or their respective 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. 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 Subsidiaryeach case, subject to the consequences set forth in subsection (d). The Board of Directors may designate 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 terms 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 conditions of this Agreement as a Restricted SubsidiarySection 6.17. (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 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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors may designate Designate any Restricted Subsidiary of the Parent (other than the Borrower), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary only if it meets the following qualifications:(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 does not own any Equity Interest at the time of any Obligor or any other Restricted Subsidiarysuch designation; (ii) such Restricted Subsidiary meets the Parent would be permitted to make definition of 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 “Unrestricted Subsidiary”; (iii) any guarantee the designation would not constitute or other credit support thereof by any Obligor cause (with or any other Restricted Subsidiary is permitted under Section 6.01 without the passage of time) a Default or Section 6.06Event of Default or no Default or Event of Default would be in existence following such designation; (iv) none the Borrower delivers to the Administrative Agent a certified copy of a resolution of the Obligors or their respective Restricted Subsidiaries has any obligation Board of Directors of the Borrower giving effect 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 designation and a Responsible Officer's Certificate certifying that such designation complied with the extent preceding conditions and was permitted by Section 6.01 or Section 6.06; (v) immediately before and after such designation. In connection with the occurrence of a Contract Unwind Trigger, no Event of Default shall have occurred and be continuing or would result from such designation; and (vi) no the Borrower may cause an applicable Restricted Subsidiary may to be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” 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 a “guarantor” (or any similar designation) as soon as practicable thereafter where applicable local law requires additional time 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)compliance with applicable legal requirements. (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 may designate an Designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if the (and any other attempted designation would not cause an Event of Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary,shall be null and void): (i) all existing Investments 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 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 timefour-quarter reference period; (ii) all existing Indebtedness the designation would not constitute or cause a Default or Event 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;Default; and (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 Borrower delivers to the provisions Administrative Agent a certified copy 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 resolution 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) 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 Borrower giving effect to the such designation and a certificate of an officer of the Parent Officers’ Certificate certifying that the such designation complied with the foregoing provisionspreceding 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 (b) in connection therewith.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications: (i) such Subsidiary does not own any Equity Interest of any Obligor the Borrower or any other Restricted Subsidiary; (ii) the Parent 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 Borrower or its Restricted Subsidiaries in such Subsidiary; (iii) any guarantee or other credit support thereof by any Obligor the Borrower or any other Restricted Subsidiary is permitted under Section 6.01 or Section 6.066.07; (iv) none of neither the Obligors or their respective Borrower nor any Restricted Subsidiaries 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 6.066.07; (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 Obligors Borrower or their respective a Restricted SubsidiariesSubsidiary. 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 5.12(a)(i5.13(a)(i), 5.12(a)(iii5.13(a)(iii), 5.12(a)(iv5.13(a)(iv) or 5.12(a)(vi5.13(a)(vi) of this Section 5.12 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 may designate 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 Borrower and their respective 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 any Obligor the Borrower or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred at that time, and all Liens on property of any Obligor the Borrower or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred at that time; (iii) all existing transactions between it and any Obligor 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; 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(b5.13(b), (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 6.07 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 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 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 the designation and a certificate of an officer of the Parent 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 may designate any Subsidiary of the Parent Issuer (other than the Borrower), including a any existing Subsidiary and any newly acquired or created Subsidiary, newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary if it meets 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 following qualificationsIssuer 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) such the Subsidiary does not own any Equity Interest to be so designated has total consolidated assets of any Obligor $1,000 or any other Restricted Subsidiary;less; or (ii) the Parent if such Subsidiary has consolidated assets greater than $1,000, then such designation 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 6.01 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)3.4. (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 an any Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of Default.Subsidiary; provided, however, that immediately after giving effect to such designation: (c1) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, the Issuer could Incur $1.00 of Ratio Debt or (i2) all existing Investments of the Obligors Fixed Charge Coverage Ratio for the Issuer 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 would be deemed incurred at that time, equal to or greater than such ratio for the Issuer 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 immediately prior to such designation, in each case on a Pro Forma Basis taking 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; account such designation, 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 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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualificationsqualifications and the designation would not cause a Default: (i1) such Such Subsidiary does not own any Equity Interest Capital Stock of any Obligor the Company or any other Restricted Subsidiary or hold any Debt of, or any Lien on any property of, the Company or any Restricted Subsidiary; (ii2) the Parent would be permitted to make an Investment at At the time of the designation, the designation in an amount equal to the aggregate fair market value of all Investments of the Obligors and their Restricted Subsidiaries in such Subsidiarywould be permitted under Section 4.07; (iii3) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any guarantee Guarantee or other credit support thereof by any Obligor the Company or any other Restricted Subsidiary is permitted under Section 6.01 or 4.06 and Section 6.064.07; (iv4) none of The Subsidiary is not party to any transaction or arrangement with the Obligors Company or their respective any Restricted Subsidiaries Subsidiary that would be prohibited by Section 4.14; and (5) Neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of such 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 6.01 or 4.06 and 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 Subsidiaries4.07. Once so designated, designated the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (bSection 4.15(b). (b1) 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)(ivSection 4.15(a) 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 Section 4.15(d). (d). 2) The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of a Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i1) all existing Investments of the Obligors Company and their respective the Restricted Subsidiaries therein (valued at the BorrowerCompany’s proportional share of the fair market value 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; (iii2) all existing transactions between it and any Obligor the Company or any Restricted Subsidiary will be deemed entered into at that time; (iv3) 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 releasedNote Guaranty, if any; and (v4) it will cease to be subject to the provisions of this Agreement Indenture as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b)Subsidiary, (i1) all of its Indebtedness Debt and Disqualified Stock or Preferred Stock will be deemed incurred Incurred at that time for purposes of Section 6.014.06, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.13; (ii2) Investments therein previously charged under Section 6.06 4.07 will be credited thereunder; (iii3) if it is a Domestic Subsidiary and a Wholly-Owned Subsidiary of the Parent (unless it is an Excluded Subsidiary), it shall may be required to become issue a Guarantor Note Guaranty pursuant to this AgreementSection 4.11; and (iv4) it will thenceforward be subject to the provisions of this Agreement Indenture 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 or Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by promptly filing with the Administrative Agent Trustee a copy of the resolutions of the Board of Directors Resolution giving effect to the designation and a certificate of an officer of the Parent Officer’s Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Managers may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualificationsqualifications and the designation would not cause a Default: (i1) such Subsidiary does not own any Equity Interest Capital Stock of any Obligor the Issuer or any other Restricted Subsidiary or hold any Debt of, or any Lien on any property of, the Issuer or any Restricted Subsidiary; (ii2) the Parent would be permitted to make an Investment at the time of the designation, the designation in an amount equal to the aggregate fair market value of all Investments of the Obligors and their Restricted Subsidiaries in such Subsidiarywould be permitted under Section 4.07; (iii3) any guarantee Guarantee or other credit support thereof of any Debt of the Subsidiary by any Obligor the Issuer or any other Restricted Subsidiary is permitted under Section 6.01 or 4.06 and Section 6.064.07; (iv4) none of the Obligors Subsidiary is not party to any transaction or their respective arrangement with the Issuer or any Restricted Subsidiaries Subsidiary that would not be permitted under Section 4.13; and (5) neither the Issuer nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of such the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results results, except to the extent permitted by Section 6.01 or 4.06 and 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 Subsidiaries4.07. Once so designated, designated the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection paragraph (b). (b1) 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)(ivparagraph (a) 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 paragraph (d). . (2) The Board of Directors Managers may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of a Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary,: (i1) all existing Investments of the Obligors Issuer and their respective its Restricted Subsidiaries therein (valued at the BorrowerIssuer’s proportional share of the fair market value of its assets less liabilitiesliabilities as determined in good faith by the Board of Managers) will be deemed made at that time; (ii2) all existing Indebtedness Capital Stock or Debt of any Obligor the Issuer or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred Incurred at that time, and all Liens on property of any Obligor the Issuer or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred at that time; (iii3) all existing transactions between it and any Obligor the Issuer 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 (v4) it will cease to be subject to the provisions of this Agreement Indenture as a Restricted SubsidiarySubsidiary and its Guarantee of the Notes, if any, will be released. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b),Subsidiary: (i1) all of its Indebtedness Debt and Disqualified or Preferred Stock will be deemed incurred Incurred at that time for purposes of Section 6.014.06, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.12; (ii2) Investments therein previously charged under Section 6.06 4.07 will be credited thereunder; (iii3) if it is a Domestic Subsidiary and a Wholly-Owned Subsidiary of the Parent (unless it is an Excluded Subsidiary), it shall may be required to become issue a Guarantor Note Guarantee pursuant to this AgreementSection 4.10; and (iv4) it will thenceforward thenceforth be subject to the provisions of this Agreement Indenture as a Restricted Subsidiary. (e) Any designation by the Board of Directors Managers of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary after the Effective Date or Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by promptly filing with the Administrative Agent Trustee a copy of the resolutions of the Board of Directors Resolution giving effect to the designation and a certificate of an officer of the Parent Officers’ Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created Subsidiary, other than a Material IP Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications: (i) such Subsidiary does not own any Equity Interest of any Obligor the Borrower or any other Restricted Subsidiary or a Material IP Subsidiary; (ii) the Parent 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 Obligors and their 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 Guarantee or other credit support thereof by any Obligor the Borrower or any other Restricted Subsidiary is permitted under Section 6.01 6.1 or Section 6.066.7; (iv) none of neither the Obligors or their respective Borrower nor any Restricted Subsidiaries 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 6.1 or Section 6.066.7; (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 Obligors Borrower or their respective a Restricted SubsidiariesSubsidiary. 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 5.12(a)(i(a)(i), 5.12(a)(iii(a)(iii), 5.12(a)(iv(a)(iv) or 5.12(a)(vi(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 may designate 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; 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 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) 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 Subsidiary5.12. (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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Borrower may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications: (i) such Subsidiary does not own any Equity Interest of any Obligor or any other Restricted Subsidiary; (ii) 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 6.01 or Section 6.066.01; (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; (viii) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result from such designation; and; (viiv) 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) 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 may designate 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 the designation of such Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Obligors and their respective Restricted Subsidiaries Borrower therein (valued at the Borrower’s proportional share date of designation in an amount equal to the fair market value of its the greater of (x) the Borrower or the Obligors’ investment therein or (y) the assets less liabilities) will of such Subsidiary and no Subsidiary may be deemed made at that timedesignated 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 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; (iviii) 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 (viv) it will cease to be subject to the provisions of this Agreement as a Restricted Subsidiary. (dc) Upon The Borrower may designate an Unrestricted Subsidiary becoming, or being deemed to become, be a Restricted Subsidiary pursuant to Section 5.12(b), (i) all if the designation would not cause an Event of its Indebtedness will be deemed incurred Default and, at that the 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 immediately after such designation, the Parent (unless it is an Excluded Subsidiary), it Borrower shall be required to become in compliance on a Guarantor pursuant to this Agreement; and (iv) it will thenceforward be subject to the provisions of this Agreement as a Restricted SubsidiaryPro Forma Basis with Sections 7.01 and 7. (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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors or chief financial officer of Parent may designate any Subsidiary of the Parent (other than than, after the consummation of a Holdco Transaction, the Borrower), including a newly acquired or created SubsidiarySubsidiary of Parent, to be an Unrestricted Subsidiary if it meets the following qualifications: (i) such Subsidiary does not own any Equity Interest of any Obligor Parent or any other Restricted SubsidiarySubsidiary of Parent; (ii) 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 (as determined by the Borrower in good faith) of all Investments of the Obligors and their 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 Guarantee or other credit support thereof by any Obligor Parent or any other Restricted Subsidiary of Parent is permitted under Section 6.01 6.1 or Section 6.066.7; (iv) none neither Parent nor any Restricted Subsidiary of the Obligors or their respective Restricted Subsidiaries 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 6.01 6.1 or Section 6.066.7; (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 Obligors Parent or their respective a Restricted SubsidiariesSubsidiary 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) (i) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections 5.12(a)(i(a)(i), 5.12(a)(iii(a)(iii), 5.12(a)(iv(a)(iv) or 5.12(a)(vi(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 may designate 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; 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 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) 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 Subsidiary5.12. (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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Company may at any time designate any Restricted Subsidiary of the Parent (other than the Borrower)as used herein, including a newly acquired “Proposed Re-Designated Subsidiary”) that is not a Borrower or created Subsidiary, to be a Material Subsidiary and has not previously been an Unrestricted Subsidiary if it meets the following qualifications: as an Unrestricted Subsidiary; in each case, so long as (i) such Subsidiary does not own any Equity Interest of any Obligor or any other Restricted Subsidiary; (ii) 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 6.01 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 continuing, (viii) no such Proposed Re-Designated Subsidiary may be designated as an Unrestricted Subsidiary if it any of its Subsidiaries is a “restricted subsidiary” or Restricted Subsidiary (in either case unless such Subsidiaries are also Proposed Re-Designated Subsidiaries being designated as Unrestricted Subsidiaries simultaneously therewith), (iii) immediately after giving effect to such designation the Company and its Restricted Subsidiaries shall be in compliance, calculated on a “guarantor” Pro Forma Basis 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, the 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 similar designationother Loan Document to the contrary, in no event shall (i) 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 be designated as an Unrestricted Subsidiary which fails 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 meet the qualifications set forth in subsections 5.12(a)(i), 5.12(a)(iii), 5.12(a)(iv) any Borrower’s or 5.12(a)(vi) of this Section 5.12 will be deemed to become at that time a Restricted Subsidiary’s business, subject to the consequences set forth in subsection (d). The Board of Directors may designate 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 (A) any Unrestricted Subsidiary, or any of any Obligor its Subsidiaries, own or its Restricted Subsidiaries held hold (including by it will be deemed incurred at that time, and all Liens on property way of any Obligor an exclusive license or its Restricted Subsidiaries held by it will be deemed incurred at that time; otherwise) or (iiiB) all existing transactions between it and any Obligor the Company or any Restricted Subsidiary will be deemed entered into at that time; transfer (ivincluding by way of an exclusive license or otherwise) it is released at that time from the Loan Documents to which it is a party and all related security interests on any Unrestricted Subsidiary, or any of its Subsidiaries, any material intellectual property shall be released; and (v) it will cease or any other assets material to be subject to the provisions of this Agreement as a any Borrower’s or Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, ’s business or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (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) if it is a Domestic Subsidiary and a Wholly-Owned Subsidiary the aggregate book value of the Parent all assets transferred (unless it is including by way of an Excluded Subsidiary), it shall be required to become a Guarantor pursuant to this Agreement; and exclusive license or otherwise) (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 transfer) by the designation Company and a certificate 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 an officer Consolidated Total Assets at the time of the Parent certifying that the designation complied with the foregoing provisionssuch transfer.

Designation of Restricted and Unrestricted Subsidiaries. (aA) The Board of Directors may designate any Subsidiary of the Parent Issuer (other than the Borrower), including a any newly acquired or created newly formed Subsidiary, ) to be an Unrestricted Subsidiary if it meets the following qualifications: (i) unless such Subsidiary does not own or any Equity Interest of its Subsidiaries owns any Obligor Capital Stock or Indebtedness of, or holds any Lien on any property of, the Issuer or any other Restricted Subsidiary; Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either (iiA) the Parent Subsidiary to be so designated has total assets of one thousand dollars ($1,000) or less or (B) if such Subsidiary has assets greater than one thousand dollars ($1,000), such designation 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;under Section 4.03. (iiiB) The Board of Directors may designate any guarantee or other credit support thereof by any Obligor or any other Unrestricted Subsidiary to be a Restricted Subsidiary is permitted under Subsidiary; provided, however, that immediately after giving effect to such designation (A) the Issuer could Incur one dollar ($1.00) of additional Indebtedness pursuant to Section 6.01 or 4.02(A) (irrespective of whether such Section 6.06; 4.02(A) remains in effect) and (ivB) 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 continuing. Any such designation; and (vi) no Subsidiary may designation by the Board of Directors shall be designated as an Unrestricted Subsidiary if it is evidenced to the Trustee by promptly filing with the Trustee a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness copy of the Obligors or their respective Restricted Subsidiaries. Once so designated, resolution of the Subsidiary will remain Board of Directors giving effect to such designation and an Unrestricted Subsidiary, subject to subsection (bOfficer’s Certificate certifying that such designation complies with this Section 4.11(B). (bi) A Subsidiary previously designated as an Unrestricted Subsidiary which at any time fails to meet the qualifications set forth in subsections 5.12(a)(i), 5.12(a)(iii), 5.12(a)(ivSection 4.11(A) 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 Section 4.11(E). (d). ii) The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of a Default. (ciii) Once designated as an Unrestricted Subsidiary, such Unrestricted Subsidiary will remain an Unrestricted Subsidiary, subject to Section 4.11(F). (D) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary,: (i) all existing Investments of the Obligors Issuer and their respective the Restricted Subsidiaries therein (valued at the BorrowerIssuer’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 the Issuer or any Restricted Subsidiary will be deemed entered into at that time; (iviii) it such Unrestricted Subsidiary 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 releasedGuaranty, if any; and (viv) it such Unrestricted Subsidiary will cease to be subject to the provisions of this Agreement the Indenture as a Restricted Subsidiary. (dE) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b),Subsidiary: (i) all of its Indebtedness and Disqualified Stock or Preferred Stock will be deemed incurred Incurred at that time for purposes of Section 6.014.02; (ii) Investments therein previously charged under Section 6.06 4.03 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 may be required to become issue a Guarantor Guaranty Agreement of the Notes pursuant to this AgreementSection 4.09; and (iv) it will thenceforward be subject to the provisions of this Agreement the Indenture as a Restricted Subsidiary. (eF) Any designation by the Board of Directors of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary after the Effective Date or Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by promptly filing with the Administrative Agent Trustee a copy of the resolutions of the Board of Directors Resolution giving effect to the designation and a certificate of an officer of the Parent Officer’s Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board Unless designated as an Unrestricted Subsidiary on Schedule 8.12 as of Directors may designate the date hereof or thereafter, in compliance with Section 10.17(b) or (d), any Person that becomes a Subsidiary of the Parent Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (other than b) The Borrower may designate by written notification thereof to the Borrower)Administrative Agent, any Restricted Subsidiary, including a newly or to be formed or newly or to be acquired or created Subsidiary, to be as an Unrestricted Subsidiary if it meets the following qualifications: (i) prior, and immediately after giving effect, to such Subsidiary does not own any Equity Interest of any Obligor or any other Restricted Subsidiary; designation, neither a Default nor a Borrowing Base Deficiency would exist and (ii) the Parent would such designation is deemed to be permitted to make an Investment at the time of the designation in an Unrestricted Subsidiary in an amount equal to the aggregate fair market value of all Investments Fair Market Value as of the Obligors date of such designation of the Borrower’s and their its Restricted Subsidiaries Subsidiaries’ direct ownership interests in such Subsidiary; (iii) any guarantee or other credit support thereof by any Obligor or any other Restricted Subsidiary is and such Investment would be permitted to be made at the time of such designation under Section 6.01 or 10.15. Except as provided in this 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 designation10.17(b), no Event of Default shall have occurred and be continuing or would result from such designation; and (vi) no Restricted 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). (bc) 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 Borrower may designate an any 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, immediately after giving effect to such designation, (i) all existing Investments the representations and warranties of the Obligors Borrower and their respective its Restricted Subsidiaries therein 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 (valued at 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’s proportional share Borrower complies with the requirements of Section 9.11 and Section 9.18 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 the lesser 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 the Borrower’s and its Restricted Subsidiaries held by it will be deemed incurred at that time, Subsidiaries’ direct ownership interests in such Subsidiary or the amount of the Borrower’s 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 Subsidiaries’ aggregate investment previously made for purposes of the limitation on Investments under Section 10.15. Upon the designation of an Unrestricted 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, all Investments previously made in such Unrestricted Subsidiary shall no longer be counted in determining any limitation on Investments under Section 10.15. (d) Upon Each Subsidiary of an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (i) all of its Indebtedness will shall automatically 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) if it is a Domestic Subsidiary and a Wholly-Owned Subsidiary of the Parent (unless it is designated as 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 Unrestricted Subsidiary. (e) Any Upon designation by the Board of Directors of a Restricted Subsidiary as an Unrestricted Subsidiary or a Restricted in compliance with Section 10.17(b), (i) such Subsidiary after shall be automatically released from all obligations, if any, under the Effective Date will be evidenced Loan Documents, including the Guarantee and all other applicable Security Documents and (ii) all Liens granted pursuant to the Administrative Agent by promptly filing with Guarantee and all other applicable Security Documents on the Administrative Agent a copy of property of, and the resolutions of the Board of Directors giving effect to the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisionsEquity Interests in, such Unrestricted Subsidiary shall be automatically released.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Company may designate any Subsidiary of the Parent Company (other than the Borrower), including a any newly acquired or created Subsidiarynewly formed Subsidiary or a Person becoming a Subsidiary through merger, amalgamation, consolidation or other business combination transaction, or Investment therein, but excluding the Issuers) to be an Unrestricted Subsidiary if it meets the following qualifications:if: 90 (ia) such the Subsidiary to be so designated does not own any Equity Interest of Capital Stock or Debt of, or own or hold any Obligor Lien on any Property of, the Company or any other Restricted Subsidiary; , (ii) 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 6.01 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; (vb) immediately before and immediately after such designation, no Event of Default shall have occurred and be continuing or would result from such designation; andcontinuing, and (c) any of the following: (vi1) no the Subsidiary may to be so designated has total assets of $1,000 or less, or (2) if the Subsidiary has consolidated assets greater than $1,000, then the designation would be permitted as a Permitted Investment or as a Restricted Payment under Section 4.05. 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 it the Person is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness Subsidiary of the Obligors or their respective Restricted Subsidiaries. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary. Except as provided in the first sentence of the preceding paragraph and as set forth in clause (a) of the definition of “Unrestricted Subsidiary”, subject to subsection (b). (b) A no Restricted Subsidiary previously may be designated or redesignated 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 Company may designate an any Unrestricted Subsidiary to be a Restricted Subsidiary if if, immediately after giving effect on a pro forma basis to the designation would not cause an designation, (x) the Company could Incur at least $1.00 of additional Debt pursuant to clause (a) of Section 4.04, and (y) no Default or Event of Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) all existing Investments of the Obligors Default shall have occurred 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 continuing or its Restricted Subsidiaries held by it will be deemed incurred at that time, and all Liens on property of any Obligor would result therefrom. Any designation 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 redesignation 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 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) 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 kind by the Board of Directors of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary after the Effective Date Company will be evidenced to the Administrative Agent Trustee by promptly filing providing the Trustee with the Administrative Agent a copy of the resolutions of the Board of Directors giving effect to the an Officer’s Certificate that specifies such designation and a certificate of an officer of the Parent certifying or redesignation and: (a) certifies that the designation complied or redesignation complies with the foregoing provisions, and (b) gives the effective date of the designation or redesignation. Notwithstanding the foregoing, the Company shall ensure that no direct or indirect Permitted Investments in ▇▇▇▇ Vale Inc. and ▇▇▇▇ Var Inc. (or any direct or indirect parent company thereof) are used, directly or indirectly, for Restricted Payments to any holder of equity of the Company, including, without limitation, any dividends or distributions (whether made in cash, securities or other Property) declared or paid on or with respect to any shares of Capital Stock of the Company.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors may designate any Subsidiary of the Parent (other than the Borrower), including a newly acquired or created Subsidiary, Borrower to be an Unrestricted Subsidiary if it meets the following qualificationsif: (i1) such the Subsidiary to be so designated does not own any Equity Interest of Capital Stock or Debt of, or own or hold any Obligor Lien on any Property of, the Borrower or any other Restricted Subsidiary;; and (2) either: (A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) such designation is effective immediately upon such entity becoming a Subsidiary of the Borrower. Unless designated as an Unrestricted Subsidiary in accordance with clause (a)(2)(B) above, any Person that becomes a Subsidiary of the Borrower will be classified as a Restricted Subsidiary. (b) Except as provided in clause (a) above, 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 Unrestricted Subsidiary). Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with Section 6.12(a), such Restricted Subsidiary shall automatically be released from any Subsidiary Guarantee previously made by such Restricted Subsidiary. (c) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma effect to such designation, (1) either (i) the Borrower could incur at least $1.00 of additional Debt pursuant to clause (1) of Section 6.05(a) or (ii) the Parent Borrower’s ratio of total Debt to Consolidated EBITDA (determined as set forth in clause (1) of Section 6.05(a)) would be permitted to make an Investment at the time of the designation in an amount less than or equal to the aggregate fair market value Borrower’s ratio of all Investments of the Obligors and their Restricted Subsidiaries in total Debt to Consolidated EBITDA (determined as provided above) immediately prior to such Subsidiary;designation and (iii2) any guarantee no Default or other credit support thereof by any Obligor or any other Restricted Subsidiary is permitted under Section 6.01 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 may designate 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; and (v) it will cease to be subject to the provisions of this Agreement as a Restricted Subsidiarytherefrom. (d) Upon an Unrestricted Subsidiary becoming, Any such designation or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (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) 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 redesignation 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 Resolution giving effect to the such designation or redesignation and a certificate of an officer of the Parent certifying Officers’ Certificate that (1) certifies that the such designation complied or redesignation complies with the foregoing provisionsprovisions and (2) gives the effective date of 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 (or, in the case of a designation or redesignation made during the last fiscal quarter of the Borrower’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Borrower may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications: (i) such Subsidiary does not own any Equity Interest of any Obligor the Borrower or any other Restricted Subsidiary; (ii) any Guarantee of Indebtedness of such Subsidiary by 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 Borrower or any other Restricted Subsidiary is permitted under Section 6.01 or Section 6.066.01; (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; (viii) 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; and; (viiv) 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 Borrower or their respective a Restricted SubsidiariesSubsidiary; 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 5.12(a)(i5.10(a)(i), 5.12(a)(iii), 5.12(a)(iv5.10(a)(ii) or 5.12(a)(vi5.10(a)(iv) of this Section 5.12 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 Borrower may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an a Default or Event of Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary,: (i) all existing Investments Indebtedness of the Obligors and their respective Borrower or a 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 Subsidiary held by it will be deemed incurred at that time, and all Liens on property of any Obligor the Borrower or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred at that time; (iiiii) all existing transactions between it and any Obligor the Borrower or any Restricted Subsidiary will be deemed entered into at that time; (iviii) 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 releasedparty; and (viv) 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),5.10(b): (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) if it is a Material 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 AgreementAgreement in accordance with Section 5.09; and (iviii) it will thenceforward be subject to the provisions of this Agreement as a Restricted Subsidiary. (e) Any designation by the Board of Directors Borrower of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary after the Effective Date will be evidenced notified to the Administrative Agent by promptly filing with providing the Administrative Agent a copy of the resolutions of the Board of Directors giving effect to the designation and a certificate of an officer of the Parent Borrower certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Company may at any time designate any Restricted Subsidiary of the Parent (other than the Borrower)as used herein, including a newly acquired “Proposed Re-Designated Subsidiary”) that is not a Borrower or created Subsidiary, to be a Material Subsidiary and has not previously been an Unrestricted Subsidiary if it meets the following qualifications: as an Unrestricted Subsidiary; in each case, so long as (i) such Subsidiary does not own any Equity Interest of any Obligor or any other Restricted Subsidiary; (ii) 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 6.01 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 continuing, (viii) no such Proposed Re-Designated Subsidiary may be designated as an Unrestricted Subsidiary if it any of its Subsidiaries is a “restricted subsidiary” or Restricted Subsidiary (in either case unless such Subsidiaries are also Proposed Re-Designated Subsidiaries being designated as Unrestricted Subsidiaries simultaneously therewith), (iii) immediately after giving effect to such designation the Company and its Restricted Subsidiaries shall be in compliance, calculated on a “guarantor” Pro Forma Basis 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, the 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 similar designationother Loan Document to the contrary, in no event shall (i) 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 be designated as an Unrestricted Subsidiary which fails 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 meet the qualifications set forth in subsections 5.12(a)(i), 5.12(a)(iii), 5.12(a)(iv) any Borrower’s or 5.12(a)(vi) of this Section 5.12 will be deemed to become at that time a Restricted Subsidiary’s business, subject to the consequences set forth in subsection (d). The Board of Directors may designate 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 (A) any Unrestricted Subsidiary, or any of any Obligor its Subsidiaries, own or its Restricted Subsidiaries held hold (including by it will be deemed incurred at that time, and all Liens on property way of any Obligor an exclusive license or its Restricted Subsidiaries held by it will be deemed incurred at that time; otherwise) or (iiiB) all existing transactions between it and any Obligor the Company or any Restricted Subsidiary will be deemed entered into at that time; transfer (ivincluding by way of an exclusive license or otherwise) it is released at that time from the Loan Documents to which it is a party and all related security interests on any Unrestricted Subsidiary, or any of its Subsidiaries, any material intellectual property shall be released; and (v) it will cease or any other assets material to be subject to the provisions of this Agreement as a any Borrower’s or Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, ’s business or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (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) if it is a Domestic Subsidiary and a Wholly-Owned Subsidiary the aggregate book value of the Parent all assets transferred (unless it is including by way of an Excluded Subsidiary), it shall be required to become a Guarantor pursuant to this Agreement; and exclusive license or otherwise) (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 transfer) by the designation Company and a certificate 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 an officer Consolidated Total Assets at the time of the Parent certifying that the designation complied with the foregoing provisionssuch transfer.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board Issuer, by delivery of Directors an Officer’s Certificate to the 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 Parent (other than the Borrower), including a newly acquired or created Subsidiary, such Subsidiary will be deemed to be an Unrestricted Subsidiary if it meets the following qualifications: Subsidiary, if: (i1) such Subsidiary does not own any Equity Interest of any Obligor or any other Restricted Subsidiary; (ii) the Parent would be permitted to make an Investment at the time of designation, either (a) the designation in an amount equal Subsidiary to be so designated has total consolidated assets of $10,000 or less or (b) the aggregate fair market value of all Investments of the Obligors and their Issuer could make a Restricted Subsidiaries Payment or Permitted Investment in such Subsidiary; Subsidiary pursuant to Section 4.7; (iii2) any guarantee or other credit support thereof by any Obligor or any other Restricted Subsidiary is permitted under Section 6.01 or Section 6.06; (iv) none of all the Obligors or their respective Restricted Subsidiaries has any obligation to subscribe for additional Equity Interests Debt of such Subsidiary or to maintain or preserve and its financial condition or cause it to achieve specified levels Subsidiaries shall, at the date of operating results except to the extent permitted by Section 6.01 or Section 6.06; designation and at all times thereafter, consist of Non-Recourse Debt; (v3) immediately before and after such designation, no Event of Default shall have occurred and be continuing at the time of, or would result from immediately after giving effect to, such designation; and (vi4) no each Subsidiary may of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary; and (5) such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary” under the Senior Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Debt in respect thereof). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness 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 Obligors or their respective Restricted Subsidiaries. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b)Issuer’s Investment therein. (b) A The Issuer may designate any Unrestricted Subsidiary previously as a Restricted Subsidiary only if: (1)(x) the Issuer would be able to Incur at least $1.00 of additional Debt pursuant to Section 4.9(a), or (y) the Fixed Charge Coverage Ratio of the Issuer would not be less than the Fixed Charge Coverage Ratio of the Issuer immediately prior to such designation, in each case on a 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 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” under the Senior Credit Agreement (and, subject to the consequences set forth extent applicable, any other agreement governing Permitted Refinancing Debt in subsection (drespect thereof). The Board designation of Directors may designate an any Unrestricted Subsidiary to be as a Restricted Subsidiary if shall constitute 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 Incurrence at the Borrower’s proportional share time of the fair market value of its assets less liabilities) will be deemed made at that time; (ii) all existing Indebtedness designation of any Obligor Investment, Debt or its Restricted Subsidiaries held by it will be deemed incurred Liens of such Subsidiary existing at that such 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) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors may designate Designate any Restricted Subsidiary of the Parent (other than the Borrower), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary only if it meets the following qualifications:(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 does not own any Equity Interest at the time of any Obligor or any other Restricted Subsidiarysuch designation; (ii) such Restricted Subsidiary meets the Parent would be permitted to make definition of 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 “Unrestricted Subsidiary”; (iii) any guarantee the designation would not constitute or other credit support thereof by any Obligor cause (with or any other Restricted Subsidiary is permitted under Section 6.01 without the passage of time) a Default or Section 6.06Event of Default or no Default or Event of Default would be in existence following such designation; (iv) none the Borrower delivers to the Administrative Agent a certified copy of a resolution of the Obligors or their respective Restricted Subsidiaries has any obligation Board of Directors of the Borrower giving effect 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 designation and a Responsible Officer’s Certificate certifying that such designation complied with the extent preceding conditions and was permitted by Section 6.01 or Section 6.06; (v) immediately before and after such designation. In connection with the occurrence of a Contract Unwind Trigger, no Event of Default shall have occurred and be continuing or would result from such designation; and (vi) no the Borrower may cause an applicable Restricted Subsidiary may to be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” 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 a “guarantor” (or any similar designation) as soon as practicable thereafter where applicable local law requires additional time 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)compliance with applicable legal requirements. (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 may designate an Designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if the (and any other attempted designation would not cause an Event of Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary,shall be null and void): (i) all existing Investments 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 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 timefour-quarter reference period; (ii) all existing Indebtedness the designation would not constitute or cause a Default or Event 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;Default; and (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 Borrower delivers to the provisions Administrative Agent a certified copy 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 resolution 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) 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 Borrower giving effect to the such designation and a certificate of an officer of the Parent Officers’ Certificate certifying that the such designation complied with the foregoing provisionspreceding 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 (b) in connection therewith.

Designation of Restricted and Unrestricted Subsidiaries. (a) The By resolution of the Board of Directors may designate of the Issuer, any Subsidiary (or entity to become a Subsidiary) of the Parent (other than the Borrower), including a newly acquired or created Subsidiary, Issuer may be designated to be an Unrestricted Subsidiary if it meets the following qualificationsif: (i1) such the Subsidiary (or entity to become a Subsidiary) to be so designated does not own any Equity Interest of Capital Stock or Debt of, or own or hold any Obligor Lien on any Property of, the Issuer or any Restricted Subsidiary and does not have any Debt other Restricted Subsidiary;than Non-Recourse Debt, and (ii2) the Parent Issuer would be permitted under Section 4.10 to make an Investment at the time of the designation a Restricted Payment in an amount equal to the aggregate fair market value of all Investments Fair Market Value of the Obligors and their Restricted Subsidiaries Investment in such Subsidiary (or entity to become a Subsidiary; (iii) any guarantee or other credit support thereof by any Obligor or any other Restricted Subsidiary is permitted under Section 6.01 or Section 6.06; (iv) none ). For the purposes of this provision, in the Obligors or their respective Restricted Subsidiaries has any obligation to subscribe for additional Equity Interests event the Fair Market Value 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 Investments exceeds $50.0 million, such Fair Market Value shall be determined 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 an Independent Financial Advisor. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of the Obligors or their respective Issuer will be classified as a Restricted SubsidiariesSubsidiary at the time it becomes a Subsidiary. Once so designatedIf at any time an Unrestricted Subsidiary ceases to satisfy Section 4.15(a)(1) above, unless the Issuer is then able to redesignate such Unrestricted Subsidiary as a Restricted Subsidiary in accordance with this Indenture, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b)Issuer shall be in default of this Section 4.15. (b) A Except as provided in this Section 4.15, and except as otherwise set forth in the definition of an "Unrestricted Subsidiary," no Restricted Subsidiary previously designated may be redesignated as an Unrestricted Subsidiary. In addition, neither the Issuer nor any Restricted Subsidiary which fails 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 meet be accelerated or payable prior to its Stated Maturity upon the qualifications set forth in subsections 5.12(a)(ioccurrence 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), 5.12(a)(iii), 5.12(a)(iv. (c) or 5.12(a)(vi) By resolution 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 may designate an of the Issuer, any Unrestricted Subsidiary may be designated to be a Restricted Subsidiary if the designation would not cause an Event of Default.if, immediately after giving pro forma effect to such designation, (cA) Upon a Restricted with respect to any Unrestricted Subsidiary becoming of the Issuer other than any Subsidiary of Quintiles that is an Unrestricted Subsidiary, , immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional Debt pursuant to clause (i) all existing Investments of the Obligors and their respective Restricted Subsidiaries therein Section 4.09(a), or (valued B) with respect to any Subsidiary of Quintiles that is an Unrestricted Subsidiary, immediately after giving effect to such transaction on a pro forma basis, Quintiles could incur at the Borrower’s proportional share least $1.00 of the fair market value of its assets less liabilities) will be deemed made at that time; additional Debt pursuant to clause (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) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (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) if it is a Domestic Subsidiary and a Wholly-Owned Subsidiary of the Parent (unless it is an Excluded Subsidiary4.09(a), 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Borrower may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications: (i) such Subsidiary does not own any Equity Interest of any Obligor or any other Restricted Subsidiary; (ii) 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 6.01 or Section 6.066.01; (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; (viii) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result from such designation; and; (viiv) 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) A Subsidiary previously If the Consolidated Total Net Assets of all Unrestricted Subsidiaries so designated as an Unrestricted Subsidiary which fails to meet by the qualifications Borrower shall at any time exceed the threshold amount set forth in subsections 5.12(a)(i), 5.12(a)(iii), 5.12(a)(iv) or 5.12(a)(visubsection (a)(v) of this Section 5.12 will 5.12, then Unrestricted Subsidiaries that are so designated at such time shall automatically be deemed to become at that time a redesignated as Restricted SubsidiarySubsidiaries (starting with the 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). The Board of Directors may designate 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; (iiiii) all existing transactions between it and any Obligor or any Restricted Subsidiary will be deemed entered into at that time; (iviii) 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 (viv) it will cease to be subject to the provisions of this Agreement as a Restricted Subsidiary. (d) The Borrower may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of Default. Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (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 all Liens on its property will be credited thereunderdeemed incurred at that time for purposes of Section 6.02; (iii) if it is a Domestic Subsidiary and a Wholly-Owned Subsidiary of the Parent Borrower (unless it is an Excluded Subsidiary), it shall be required to become a Guarantor pursuant to this AgreementAgreement within the time frame set forth in Section 5.11; 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors may designate any Subsidiary of the Parent (other than the Borrower), including a newly acquired or created Subsidiary, Issuer to be an Unrestricted Subsidiary if it meets the following qualificationsif: (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 Equity Interest of Capital Stock or Debt of, or own or hold any Obligor Lien on any 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 will be classified as a Restricted Subsidiary; (ii) the Parent would ; provided, however, that such Subsidiary shall not 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 designated a Restricted Subsidiary is permitted under Section 6.01 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 automatically classified as an Unrestricted Subsidiary if it such Person is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness Subsidiary of the Obligors or their respective Restricted Subsidiaries. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (b) A Except as provided in Sections 4.15(a) or (c), no Restricted Subsidiary previously designated may be redesignated 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 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 consequences set forth in subsection holder thereof may (dwith 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 may designate an any 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 timeif, 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) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (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) 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 immediately 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 pro forma effect to the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.such designation,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of Wise Intermediate Holdings may designate any Restricted Subsidiary of the Parent (other than the Borrower), including a any newly acquired or created Subsidiary, newly formed Subsidiary of Wise Intermediate Holdings) to be an Unrestricted Subsidiary unless such Subsidiary owns any Equity Interests of, or owns or holds any Lien on any property of, Wise Intermediate Holdings or any Restricted Subsidiary; provided that (A) any Guarantee by Wise Intermediate Holdings or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated shall be deemed an “incurrence” of such Indebtedness and an “Investment” by Wise Intermediate Holdings or such Restricted Subsidiary (or both, if it meets applicable) at the following qualifications: time of such designation; (B) either (I) the Subsidiary to be so designated has total assets of $1,000 or less or (II) if such Subsidiary has assets greater than $1,000, such designation would be permitted under Section 4.04 and (C) 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 Wise Intermediate Holdings may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (a) immediately after giving pro forma effect to such designation, (i) such Subsidiary does not own any Equity Interest Wise Intermediate Holdings would be able to incur at least $1.00 of any Obligor or any other Restricted Subsidiary; Indebtedness under the Fixed Charge Coverage Ratio described under Section 4.03(a) and (ii) the Parent Fixed Charge Coverage Ratio 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 6.01 or Section 6.06; (iv) none of the Obligors or their respective Restricted Subsidiaries has any obligation greater than immediately prior 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, ; (b) no Default or Event of Default shall have occurred and be continuing at the time of or would result from after giving effect to such designation; and designation and (vic) no Subsidiary may be designated as an all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such designation would, if it is a “restricted subsidiary” or a “guarantor” incurred at such time, have been permitted to be incurred (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 and shall be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in subsection (d). The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of Default. (chave been incurred) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) for 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 purposes 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 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) 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) Indenture. Any such designation by the Board of Directors of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary after the Effective Date will Wise Intermediate Holdings shall be evidenced to the Administrative Agent Trustee by promptly filing with the Administrative Agent Trustee a copy of the resolutions resolution of the Board of Directors of Wise Intermediate Holdings giving effect to the such designation and a certificate of an officer of the Parent Officers’ Certificate certifying that the such designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Issuer may designate after the Issue Date any Subsidiary of the Parent (other than the Borrower), Issuer) (including a any newly acquired or created newly formed Subsidiary, to be ) as an “Unrestricted Subsidiary if it meets the following qualificationsSubsidiary” under this Indenture (a “Designation”) only if: (ia) such Subsidiary does not own any Equity Interest of any Obligor no Default or any other Restricted Subsidiary; (ii) 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 6.01 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 has occurred and be is continuing or would result from after giving effect to such designationDesignation; 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 either (x) 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 may designate an Unrestricted Subsidiary to be a Restricted so designated has total consolidated assets of $1,000 or less or (y) if such Subsidiary if the designation has consolidated assets greater than $1,000, then such 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; 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 will be deemed incurred at that time for purposes of Section 6.01; (ii) Investments therein previously charged permitted 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 4.07. The Issuer may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect such Revocation: (a) either (i) the Parent would be entitled to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a), or (ii) the Fixed Charge Coverage Ratio would not be lower or the Consolidated Total Debt Ratio would not be higher, in each case on a pro forma basis taking into account such Revocation, than it was immediately prior to such Revocation; (b) 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 (c) no Default or Event of Default has occurred and is continuing after giving effect to such Revocation. Notwithstanding anything else herein to the contrary, the Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, sell, convey, transfer or otherwise dispose of (including pursuant to an Investment) any Material Intellectual Property that is owned by, or exclusively licensed to, the Issuer or any Subsidiary after the Effective Date will Guarantor to any Unrestricted Subsidiary. Each Designation and Revocation must be evidenced by promptly delivering to the Administrative Agent by promptly filing with the Administrative Agent Trustee a copy of the resolutions board resolution of the Board of Directors of the Issuer giving effect to such Designation or Revocation, as the designation case may be, and a certificate of an officer of the Parent Officer’s Certificate certifying that the designation complied compliance with the foregoing 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 Company may designate any Restricted Subsidiary as an Unrestricted Subsidiary and any Unrestricted Subsidiary as a Restricted Subsidiary; provided that, (a) The Board of Directors may designate any if such Subsidiary of the Parent (other than the Borrower), including initially is designated a newly acquired or created Restricted Subsidiary, to 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 may be made; (b) if it meets 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 following qualifications: Company may not designate a Restricted Subsidiary as an Unrestricted Subsidiary unless: (i) such Restricted Subsidiary does not own own, directly or indirectly, any Equity Interest Debt or capital stock of any Obligor the Company or any other Restricted Subsidiary; , (ii) the Parent would be such designation, considered as a sale of assets, is permitted pursuant 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 Sections 10.5 and their Restricted Subsidiaries in such Subsidiary; 10.6, (iii) any guarantee or other credit support thereof by any Obligor or any other Restricted Subsidiary is permitted under Section 6.01 or Section 6.06; immediately after such designation, Unrestricted Subsidiaries will account for less than 15% of the consolidated total assets of the Company and its Subsidiaries as of the end of the most recently ended fiscal quarter of the Company, and (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, designation there exists no Default or Event of Default shall have occurred and be continuing or would result from such designationDefault; and (vid) no Subsidiary the Company may not 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).” (bf) A Subsidiary previously designated The following definitions in Schedule B are deleted and replaced or added as an Unrestricted Subsidiary which fails to meet the qualifications set forth follows: “‘Banks’ is defined 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 10.1. ‘IMS Japan K.K. Note Agreement’ is defined in subsection (d). The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of DefaultSection 10.1. (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) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Borrower may designate any Restricted Subsidiary of the Parent (other than the Borrower), including a or newly acquired or created Subsidiary, to be formed subsidiary as an Unrestricted Subsidiary if it meets or any Unrestricted Subsidiary or newly acquired or formed subsidiary as a Restricted Subsidiary, in each case subject to satisfaction of each of the following qualificationsconditions: (i) immediately before and after giving effect to such Subsidiary does not own any Equity Interest designation, no Default or Event of any Obligor or any other Restricted SubsidiaryDefault shall exist and be continuing; (ii) the Parent Borrower would be permitted to make an Investment have been in compliance with every provision of this Agreement as at the time end of the most recently ended Fiscal Quarter as if such designation in an amount equal to had taken place as at the aggregate fair market value of all Investments commencement of the Obligors and their Restricted Subsidiaries in four Fiscal Quarter period ending at such SubsidiaryFiscal Quarter end; (iii) the designation of Unrestricted Subsidiaries after the Refunding Effective Date shall not exceed at any guarantee or other credit support thereof by any Obligor or any other Restricted Subsidiary is permitted under Section 6.01 or Section 6.06time 5% of the Borrower's consolidated assets; (iv) none after giving effect to such designation, (y) the Borrower would be permitted to incur at least $1 of additional Indebtedness in accordance with the Obligors or their respective provisions of clause (h) of SECTION 8.2.2, other than in the case of a designation of an Unrestricted Subsidiary that does not have any Indebtedness as a Restricted Subsidiary, and (z) the Borrower and the Restricted Subsidiaries has would not be liable with respect to any obligation Indebtedness or guarantee, would not own any Investments and their property would not be subject 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 any Lien not permitted by Section 6.01 or Section 6.06the terms of SECTION 8.2.2, SECTION 8.2.3 and SECTION 8.2.5; (v) immediately before in the case of a designation as an Unrestricted Subsidiary, (x) if such designation (and all other prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the then current Fiscal Year) were deemed to constitute a sale by the Borrower of all the assets (other than cash in the case of newly acquired or newly formed businesses) of the Subsidiary so designated, such sale would be in compliance with section (a) of SECTION 8.2.8 and (y) if such designation (and all other prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal year) were deemed to constitute an Investment by the Borrower in respect of all the assets of the Borrower so designated, such Investment would be in compliance with clause (i) of SECTION 8.2.5, in each case with the net proceeds of such sale or the amount of such Investment being deemed to equal the net book value of such assets in the case of a Restricted Subsidiary or the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary, PROVIDED, that this subdivision (v) shall not apply to an acquisition or formation by the Borrower or a Restricted Subsidiary of a newly acquired or formed Unrestricted Subsidiary to the extent such acquisition or formation (1) is funded solely by the net cash proceeds received by the Borrower from either General Partner or the Public Partnership as a capital contribution or as consideration for the issuance by the Borrower of additional partnership interests or (2) the assets involved in such acquisition are acquired in exchange for additional partnership interests of the Borrower or the Public Partnership; (vi) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not have been an Unrestricted Subsidiary prior to being designated a Restricted Subsidiary; (vii) the Borrower shall deliver to each Lender, within 20 Business Days after any such designation, no Event an Officer's Certificate stating the effective date of Default such designation and stating that the foregoing conditions have been satisfied. Such certificate shall have occurred and be continuing or would result from accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such designationconditions, where appropriate; and (viviii) no Subsidiary may be designated as an in the case of the designation of any 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 may designate an Unrestricted Subsidiary to be a such new 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 shall be deemed to have (a) made at that time; (ii) or acquired all existing Indebtedness of any Obligor or its Restricted Subsidiaries held Investments owned by it will be deemed and (b) incurred at that time, all Indebtedness owing by it 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) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (i) all any of its Indebtedness will be deemed incurred at that time for purposes properties are subject, on the date 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 Subsidiarysuch designation. (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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Parent Guarantor may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created SubsidiarySubsidiary (other than the Company or the Co-issuer), to be an Unrestricted Subsidiary if it meets the following qualifications:qualifications and the designation would not cause a Default. (i) such Such Subsidiary does not own any Equity Interest Capital Stock of any Obligor the Parent Guarantor or any other Restricted Subsidiary or hold any Debt of, or any Lien on any property of, the Parent Guarantor or any Restricted Subsidiary;. (ii) the Parent would be permitted to make an Investment at At the time of the designation, 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;would be permitted under Section 5.08. (iii) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any guarantee Guarantee or other credit support thereof by any Obligor the Parent Guarantor or any other Restricted Subsidiary is permitted under Section 6.01 or 5.09 and Section 6.06;5.08. (iv) none of The Subsidiary is not party to any transaction or arrangement with the Obligors Parent Guarantor or their respective any Restricted Subsidiaries 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 such the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results results, except to the extent permitted by Section 6.01 or 5.09 and 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 Subsidiaries5.08. Once so designated, designated the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection paragraph (b). (b1) 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)(ivsubsection (a) 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). . (2) The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of a Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) all existing Investments of the Obligors Parent Guarantor and their respective the Restricted Subsidiaries therein (valued at the BorrowerParent Guarantor’s proportional share of the fair market value Fair Market Value of its assets less liabilities) will be deemed made at that time; (ii) all existing Indebtedness Capital Stock or Debt of any Obligor the Parent Guarantor or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred Incurred at that time, and all Liens on property of any Obligor the Parent Guarantor or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred Incurred at that time; (iii) all existing transactions between it and any Obligor the Parent Guarantor or any Restricted Subsidiary will be deemed entered into at that time; (iv) it is shall be released at that time from the Loan Documents to which it is a party and all related security interests on its property shall be releasedNote Guaranty, if any; and (v) it will cease to be subject to the provisions of this Agreement hereof as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b)Subsidiary, (i) all of its Indebtedness Debt and Disqualified Stock or Preferred Stock will be deemed incurred Incurred at that time for purposes of Section 6.015.09 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 6.06 5.08 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 may be required to become issue a Guarantor Note Guaranty pursuant to this AgreementSection 5.13; and (iv) it will thenceforward be subject to the provisions of this Agreement hereof as a Restricted Subsidiary. (e) Any designation by the Board of Directors Parent Guarantor of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary after the Effective Date or Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by promptly filing with the Administrative Agent Trustee a copy of the resolutions of the Board of Directors Resolution giving effect to the designation and a certificate of an officer of the Parent Officers’ Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Company may at any time designate any Restricted Subsidiary of the Parent (other than the Borrower)as used herein, including a newly acquired “Proposed Re-Designated Subsidiary”) that is not a Borrower or created Subsidiary, to be a Material Subsidiary and has not previously been an Unrestricted Subsidiary if it meets the following qualifications: as an Unrestricted Subsidiary; in each case, so long as (i) such Subsidiary does not own any Equity Interest of any Obligor or any other Restricted Subsidiary; (ii) 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 6.01 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 continuing, (viii) no such Proposed Re-Designated Subsidiary may be designated as an Unrestricted Subsidiary if it any of its Subsidiaries is a “restricted subsidiary” or Restricted Subsidiary (in either case unless such Subsidiaries are also Proposed Re-Designated Subsidiaries being designated as Unrestricted Subsidiaries simultaneously therewith), (iii) immediately after giving effect to such designation the Company and its Restricted Subsidiaries shall be in compliance, calculated on a “guarantor” Pro Forma Basis 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, the 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 similar designationother Loan Document to the contrary, in no event shall (i) 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 be designated as an Unrestricted Subsidiary which fails 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 meet the qualifications set forth in subsections 5.12(a)(i), 5.12(a)(iii), 5.12(a)(iv) any Borrower’s or 5.12(a)(vi) of this Section 5.12 will be deemed to become at that time a Restricted Subsidiary’s business, subject to the consequences set forth in subsection (d). The Board of Directors may designate 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 (A) any Unrestricted Subsidiary, or any of any Obligor its Subsidiaries, own or its Restricted Subsidiaries held hold (including by it will be deemed incurred at that time, and all Liens on property way of any Obligor an exclusive license or its Restricted Subsidiaries held by it will be deemed incurred at that time; otherwise) or (iiiB) all existing transactions between it and any Obligor the Company or any Restricted Subsidiary will be deemed entered into at that time; transfer (ivincluding by way of an exclusive license or otherwise) it is released at that time from the Loan Documents to which it is a party and all related security interests on any Unrestricted Subsidiary, or any of its Subsidiaries, any material intellectual property shall be released; and (v) it will cease or any other assets material to be subject to the provisions of this Agreement as a any Borrower’s or Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, ’s business or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (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) if it is a Domestic Subsidiary and a Wholly-Owned Subsidiary the aggregate book value of the Parent all assets transferred (unless it is including by way of an Excluded Subsidiary), it shall be required exclusive license or otherwise) (after giving effect to become a Guarantor pursuant to this Agreement; and (ivsuch transfer) 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 Company and its Restricted Subsidiary Subsidiaries from and after the Effective Date will be evidenced to all Unrestricted Subsidiaries and their respective Subsidiaries equal or exceed an amount equal to 5.0% of Consolidated Total Assets at the Administrative Agent by promptly filing with the Administrative Agent a copy time of the resolutions of the Board of Directors giving effect to the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisionssuch transfer.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Borrower may designate any Restricted Subsidiary of the Parent (other than the Borrower), including a or newly acquired or created Subsidiary, to be formed subsidiary as an Unrestricted Subsidiary if it meets or any Unrestricted Subsidiary or newly acquired or formed subsidiary as a Restricted Subsidiary, in each case subject to satisfaction of each of the following qualificationsconditions: (i) immediately before and after giving effect to such Subsidiary does not own any Equity Interest of any Obligor or any other Restricted Subsidiarydesignation, no Default shall exist and be continuing; (ii) the Parent Borrower would be permitted to make an Investment have been in compliance with every provision of this Agreement as at the time end of the most recently ended Fiscal Quarter as if such designation in an amount equal to had taken place as at the aggregate fair market value of all Investments commencement of the Obligors and their Restricted Subsidiaries in four Fiscal Quarter period ending at such SubsidiaryFiscal Quarter end; (iii) the designation of Unrestricted Subsidiaries after the Refunding Effective Date shall not exceed at any guarantee or other credit support thereof by any Obligor or any other Restricted Subsidiary is permitted under Section 6.01 or Section 6.06time 5% of the Borrower's consolidated assets; (iv) none after giving effect to such designation, (y) the Borrower would be permitted to incur at least $1 of additional Indebtedness in accordance with the Obligors or their respective provisions of clause (h) of Section 8.2.2, other than in the case of a designation of an Unrestricted Subsidiary that does not have any Indebtedness as a Restricted Subsidiary, and (z) the Borrower and the Restricted Subsidiaries has would not be liable with respect to any obligation Indebtedness or guarantee, would not own any Investments and their property would not be subject 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 any Lien not permitted by the terms of Section 6.01 or 8.2.2, Section 6.068.2.3 and Section 8.2.5; (v) immediately before in the case of a designation as an Unrestricted Subsidiary, (x) if such designation (and all other prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the then current Fiscal Year) were deemed to constitute a sale by the Borrower of all the assets (other than cash in the case of newly acquired or newly formed businesses) of the Subsidiary so designated, such sale would be in compliance with section (a) of Section 8.2.8 and (y) if such designation (and all other prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal year) were deemed to constitute an Investment by the Borrower in respect of all the assets of the Borrower so designated, such Investment would be in compliance with clause (i) of Section 8.2.5, in each case with the net proceeds of such sale or the amount of such Investment being deemed to equal the net book value of such assets in the case of a Restricted Subsidiary or the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary, provided, that this subdivision (v) shall not apply to an acquisition or formation by the Borrower or a Restricted Subsidiary of a newly acquired or formed Unrestricted Subsidiary to the extent such acquisition or formation (1) is funded solely by the net cash proceeds received by the Borrower from either General Partner or the Public Partnership as a capital contribution or as consideration for the issuance by the Borrower of additional partnership interests or (2) the assets involved in such acquisition are acquired in exchange for additional partnership interests of the Borrower or the Public Partnership; (vi) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not have been an Unrestricted Subsidiary prior to being designated a Restricted Subsidiary; (vii) the Borrower shall deliver to each Lender, within 20 Business Days after any such designation, no Event an Officer's Certificate stating the effective date of Default such designation and stating that the foregoing conditions have been satisfied. Such certificate shall have occurred and be continuing or would result from accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such designationconditions, where appropriate; and (viviii) no Subsidiary may be designated as an in the case of the designation of any 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 may designate an Unrestricted Subsidiary to be a such new 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 shall be deemed to have (a) made at that time; (ii) or acquired all existing Indebtedness of any Obligor or its Restricted Subsidiaries held Investments owned by it will be deemed and (b) incurred at that time, all Indebtedness owing by it 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) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (i) all any of its Indebtedness will be deemed incurred at that time for purposes properties are subject, on the date 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 Subsidiarysuch designation. (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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. Under “Description of Exchange Notes – Certain Covenants” a new provision will be added under the heading “Designation of Restricted and Unrestricted Subsidiaries” as follows: “The Company shall not designate (a) The Board of Directors may designate any Australian Subsidiary of the Parent (other than the Borrower), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications: other than Australian Subsidiaries (together with all other Australian Subsidiaries that constitute Unrestricted Subsidiaries) (i) that, as of the date of such Subsidiary does not designation, own any Equity Interest less than 10% of any Obligor or any other Restricted Subsidiary; the assets owned by all Australian Subsidiaries as of the end of the four-quarter period immediately preceding such date and for which financial information is available, and (ii) the Parent would be permitted to make an Investment at the time from which, as of the designation in an amount equal to the aggregate fair market value date 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 6.01 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 less than 10% of Default shall have occurred Australian Net Income and Australian EBITDA of all Australian Subsidiaries are derived, in each case, for the four-quarter period immediately preceding such date and for which financial information is available and (b) any Canadian Subsidiary to be continuing or would result from an Unrestricted Subsidiary other than Canadian Subsidiaries (together with all other Canadian Subsidiaries that constitute Unrestricted Subsidiaries) (i) that, as of the date of such designation, own less than 10% of the assets owned by all Canadian Subsidiaries as of the end of the four-quarter period immediately preceding such date and for which financial information is available, and (ii) from which, as of the date of such designation, less than 10% of Canadian Net Income and Canadian EBITDA of all Canadian Subsidiaries are derived, in each case, for the four-quarter period immediately preceding such date and for which financial information is available; and provided that, in the case of each of clauses (via) no Subsidiary may and (b) above, such Subsidiaries otherwise satisfy all of the criteria to be designated as an “Unrestricted Subsidiary if it is a “restricted subsidiarySubsidiaries” 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 may designate 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; 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 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) 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 covenant.” In addition, definitions for 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 terms “Australian Net Income”, “Australian EBITDA”, “Canadian Net Income” and “Canadian EBITDA” 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.added as follows:

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Subject to Section 10.13(b), the Company may designate any Subsidiary of the Parent (other than the Borrower), including to be a newly acquired or created Subsidiary, Restricted Subsidiary and may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if it meets by giving written notice to each holder of Notes that the following qualifications: (i) Board of Directors of the Company has made such designation, provided, however, that no Subsidiary does not own any Equity Interest of any Obligor or any other may be designated a Restricted Subsidiary; (ii) the Parent would Subsidiary and no Restricted Subsidiary may be permitted to make designated an Investment Unrestricted Subsidiary unless, at the time of such action and after giving effect thereto, (1) solely in the designation case of a Restricted Subsidiary being designated an Unrestricted Subsidiary, such Restricted Subsidiary being designated an Unrestricted Subsidiary shall not have any continuing Investment 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 Company or any other Restricted Subsidiary is permitted under Section 6.01 and (2) no Default 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 (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 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 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 would result from such designation; and (vi) no Subsidiary may note purchase agreement after the date hereof and New Jersey Natural Gas shall be designated as an Unrestricted Subsidiary if it is 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 “guarantor” (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 similar designation) for any other Indebtedness negative covenants of the Obligors type included in this Section 10 of such credit facility or their respective Restricted Subsidiariesnote purchase agreement, then and in any such 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. Once so designatedEffective on the date of execution of any such agreement, such additional covenant that is included in such agreement and any related definitions shall be deemed to have been incorporated herein. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the Subsidiary will remain fees and expenses of counsel for the holders) an Unrestricted Subsidiary, subject amendment to subsection (b)this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such additional covenant. (b) A The Company will cause each Subsidiary previously that is 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 may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if on Schedule 5.4 on the designation would not cause an Event of Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) date hereof to at 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 times remain 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 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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications: (i) such Subsidiary does not own any Equity Interest of any Obligor Borrower or any other Restricted Subsidiary; (ii) the Parent Borrower would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value Fair Market Value of all Investments of the Obligors and their Borrower or its Restricted Subsidiaries in such Subsidiary; (iii) any guarantee or other credit support thereof by any Obligor Borrower or any other Restricted Subsidiary is permitted under Section 6.01 or Section 6.06; (iv) none of the Obligors or their respective neither Borrower nor any Restricted Subsidiaries 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 6.06; (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) immediately after giving effect to such designation, Borrower shall be in compliance, on a pro forma basis, with the covenants set forth in Article 7 for the Test Period then last ended (and, as a condition precedent to the effectiveness of any such designation, Borrower shall deliver to Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance); and (vivii) 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 Borrower or their respective a Restricted SubsidiariesSubsidiary. 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 5.12(a)(i(a)(i), 5.12(a)(iii(a)(iii), 5.12(a)(iv(a)(iv) or 5.12(a)(vi(a)(vii) of this Section 5.12 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 may designate 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 Borrower and the Obligors and their respective Restricted Subsidiaries therein (valued at the Borrower’s 's proportional share of the fair market value Fair Market Value of its assets less liabilities) will be deemed made at that time; (ii) all existing Equity Interest or Indebtedness of any Obligor Borrower or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred at that time, and all Liens on property of any Obligor Borrower or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred at that time; (iii) all existing transactions between it and any Obligor 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 Guaranty and the Pledge and Security Agreement 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) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b5.13(b), (i) all of its Indebtedness and Disqualified Equity Interests will be deemed incurred at that time for purposes of Section 6.01, but will not be considered the sale or issuance of Equity Interests for purposes of Section 6.08; (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 may be required to become a Guarantor pursuant to this AgreementSection 5.09; 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 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 the designation and a certificate of an officer of the Parent Borrower certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. The Company may designate after the Issue Date any Subsidiary (including any newly acquired or newly formed Subsidiary) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (a) The Board no Default or Event of Directors may designate any Subsidiary of the Parent (other than the Borrower), including a newly acquired or created Subsidiary, Default has occurred and is continuing after giving effect to be an Unrestricted Subsidiary if it meets the following qualifications: (i) such Subsidiary does not own any Equity Interest of any Obligor or any other Restricted SubsidiaryDesignation; (iib) the Parent would Subsidiary to be permitted to make an Investment so designated and its Subsidiaries do not at the time of Designation own any Capital Stock or Indebtedness of, or own or hold any Lien on any Property of, the designation in an amount equal to the aggregate fair market value of all Investments Company or any other Subsidiary of the Obligors and their Restricted Subsidiaries in such SubsidiaryCompany that is not a Subsidiary of the Subsidiary so designated; (iiic) the Subsidiary to be so designated and its Subsidiaries do not at the time of Designation have and do not thereafter Incur any guarantee or other credit support thereof by Indebtedness pursuant to which the lender has recourse to any Obligor of the assets of the Company or any other of its Restricted Subsidiary is permitted under Section 6.01 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 designationSubsidiaries; and (vid) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” either (or any similar designationx) 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 may designate an Unrestricted Subsidiary to be a Restricted so designated has total consolidated assets of $1,000 or less or (y) if such Subsidiary if the designation has consolidated assets greater than $1,000, then such 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; 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 will be deemed incurred at that time for purposes of Section 6.01; (ii) Investments therein previously charged permitted 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 4.07. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect such Revocation: (e) (x) the Company could Incur at least $1.00 of additional Indebtedness under Section 4.09(a) or (y) the Fixed Charge Coverage Ratio of the Company would be greater than immediately prior to such Revocation, in each case on a Restricted pro forma basis taking into account such Revocation; (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 the Effective Date will giving effect to such Revocation. Each Designation and Revocation must be evidenced by promptly delivering to the Administrative Agent by promptly filing with the Administrative Agent Trustee a copy of the resolutions board resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the designation case may be, and a certificate of an officer of the Parent Officers’ Certificate certifying that the designation complied compliance with the foregoing 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 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 the Company may not designate any a Restricted Subsidiary of the Parent (other than the Borrower), including a newly acquired or created Subsidiary, to be as an Unrestricted Subsidiary if it meets the following qualifications: unless: (i) such Restricted Subsidiary does not own own, directly or indirectly, any Equity Interest of any Obligor Indebtedness or any other Restricted Subsidiary; (ii) the Parent would be permitted to make an Investment at the time Capital Stock 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 Company or any other Restricted Subsidiary is permitted under Section 6.01 or Section 6.06; and (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; (vii) immediately before and after such designation, designation there exists no Default or Event of Default Default; (b) the Company may not designate a Subsidiary Guarantor as an Unrestricted Subsidiary; (c) notwithstanding Section 10.4(a) and Section 10.5(h), if an Unrestricted Subsidiary is designated as a Restricted Subsidiary, all outstanding Indebtedness and Liens of such Subsidiary shall be deemed to have occurred and be continuing or would result from been incurred as of the date of such designation; and (vid) no if a Restricted Subsidiary may be is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary 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 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 permitted at that the time a Restricted Subsidiary, subject pursuant to Section 10.11 and if the consequences set forth in subsection (d). The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if otherwise meets the designation would not cause an Event definition 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; 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 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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors may designate any Subsidiary of the Parent Borrower (other than the Borrower), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications: (i) such Subsidiary does not own any Equity Interest of of, or hold any Lien on or indebtedness of, any Obligor or any other Restricted Subsidiary; (ii) the Parent 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 6.01 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 designationdesignation 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 SubsidiariesSubsidiaries 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). The Board of Directors may designate 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; and (v) it will cease to be subject to the provisions of this Agreement as a Restricted Subsidiary. (d) The Board of Directors may designate 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 pursuant to Section 5.12(b)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) if it is a Domestic Subsidiary and a Wholly-Owned Subsidiary of the Parent (unless it is an Excluded Subsidiary)Subject to Section 5.13, 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 the designation and a certificate of an officer of the Parent Borrower certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of Issuer may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualificationsqualifications and the designation would not cause a Default: (i) such Such Subsidiary does not own any Equity Interest Capital Stock of any Obligor the Issuer or any other Restricted Subsidiary or hold any Debt of, or any Lien on any property of, the Issuer or any Restricted Subsidiary;; and (ii) the Parent would be permitted to make an Investment at At the time of the designation, 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;would be permitted under Section 4.08 or as a Permitted Investment. (iii) To the extent the Debt of the Subsidiary is not Non- Recourse Debt, any guarantee Guarantee or other credit support thereof by any Obligor the Issuer or any other Restricted Subsidiary is permitted under Section 6.01 or 4.07 and Section 6.06;4.08. (iv) none of The Subsidiary is not party to any transaction or arrangement with the Obligors Issuer or their respective any Restricted Subsidiaries Subsidiary that would not be permitted under Section 4.15. (v) Neither the Issuer nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of such 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 6.01 or 4.07 and 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 Subsidiaries4.08. Once so designated, designated the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection clause (b). (bi) 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)(ivclause (a) 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 clause (d). . (ii) The Board of Directors of Issuer may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of a Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary,: (i) all existing Investments of the Obligors Issuer and their respective the Restricted Subsidiaries therein (valued at the BorrowerIssuer’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 the Issuer or any Restricted Subsidiary will be deemed entered into at that time; (iviii) it is released at that time from its Note Guaranty, if any; (iv) the Loan Documents to which it release of the Liens on the Collateral where such Subsidiary is a party and all related security interests on its property shall be releasedthe issuer or the shares constituting such Collateral; and (v) it will cease to be subject to the provisions of this Agreement Indenture as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b)Subsidiary, (i) all of its Indebtedness Debt and Disqualified or Preferred Stock will be deemed incurred Incurred at that time for purposes of Section 6.014.07, 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 6.06 4.08 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 may be required to become issue a Guarantor Note Guaranty pursuant to this AgreementSection 4.11; and (iv) the Issuer 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(i); and (v) it will thenceforward be subject to the provisions of this Agreement Indenture as a Restricted Subsidiary. (e) Any designation by the Board of Directors of Issuer of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary after the Effective Date or Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by promptly filing with the Administrative Agent Trustee a copy of the resolutions of the Board of Directors Resolution giving effect to the designation and a certificate of an officer of the Parent Officers’ Certificate certifying that the designation complied with the foregoing provisions. (f) The designation of a Subsidiary of Issuer as an Unrestricted Subsidiary will be deemed to include the designation of all of the Subsidiaries of such Subsidiary, unless otherwise determined by the Board of Directors of Issuer.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Parent Guarantor may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created SubsidiarySubsidiary (other than the Company or the Co-issuer), to be an Unrestricted Subsidiary if it meets the following qualifications:qualifications and the designation would not cause a Default. (i) such Such Subsidiary does not own any Equity Interest Capital Stock of any Obligor the Parent Guarantor or any other Restricted Subsidiary or hold any Debt of, or any Lien on any property of, the Parent Guarantor or any Restricted Subsidiary;. (ii) the Parent would be permitted to make an Investment at At the time of the designation, 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;would be permitted under Section 4.08. (iii) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any guarantee Guarantee or other credit support thereof by any Obligor the Parent Guarantor or any other Restricted Subsidiary is permitted under Section 6.01 or 4.08 and Section 6.06;4.09. (iv) none of The Subsidiary is not party to any transaction or arrangement with the Obligors Parent Guarantor or their respective any Restricted Subsidiaries Subsidiary that would not be permitted under Section 4.12 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 such the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results results, except to the extent permitted by Section 6.01 or 4.08 and 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 Subsidiaries4.09. Once so designated, designated the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (bi) 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)(ivsubsection (a) 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). . (ii) The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of a Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) all existing Investments of the Obligors Parent Guarantor and their respective the Restricted Subsidiaries therein (valued at the BorrowerParent Guarantor’s proportional share of the fair market value Fair Market Value of its assets less liabilities) will be deemed made at that time; (ii) all existing Indebtedness Capital Stock or Debt of any Obligor the Parent Guarantor or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred at that time, and all Liens on property of any Obligor the Parent Guarantor or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred Incurred at that time; (iii) all existing transactions between it and any Obligor the Parent Guarantor or any Restricted Subsidiary will be deemed entered into at that time; (iv) it is shall be released at that time from the Loan Documents to which it is a party and all related security interests on its property shall be releasedNote Guaranty, if any; and (v) it will cease to be subject to the provisions of this Agreement the Indenture and the Note Documents as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b)Subsidiary, (i) all of its Indebtedness Debt and Disqualified Stock or Preferred Stock will be deemed incurred Incurred at that time for purposes of Section 6.014.09 but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.07; (ii) Investments therein previously charged under Section 6.06 4.08 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 may be required to become issue a Guarantor Note Guaranty pursuant to this AgreementSection 4.13; and (iv) it will thenceforward be subject to the provisions of this Agreement hereof as a Restricted Subsidiary. (e) Any designation by the Board of Directors Parent Guarantor of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary after the Effective Date or Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by promptly filing with the Administrative Agent Trustee a copy of the resolutions of the Board of Directors Resolution giving effect to the designation and a certificate of an officer of the Parent Officers’ Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualificationsqualifications and the designation would not cause an Event of Default: (i) such Such Subsidiary does not own any Equity Interest of any Obligor Borrower or any other Restricted Subsidiary;. (ii) the Parent Borrower would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value Fair Market Value of all Investments of the Obligors and their Borrower or its Restricted Subsidiaries in such Subsidiary;. (iii) any Any guarantee or other credit support thereof by any Obligor Borrower or any other Restricted Subsidiary is permitted under Section 6.01 or Section 6.06;. (iv) none of the Obligors or their respective Neither Borrower nor any Restricted Subsidiaries Subsidiary has any obligation to subscribe for additional Equity Interests of such 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 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, designated the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (bi) 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)(ivsubsection (a) 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). . (ii) The Board of Directors may designate 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 Borrower and the Obligors and their respective Restricted Subsidiaries therein (valued at the Borrower’s proportional share of the fair market value Fair Market Value of its assets less liabilities) will be deemed made at that time; (ii) all existing Equity Interest or Indebtedness of any Obligor Borrower or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred at that time, and all Liens on property of any Obligor Borrower or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred at that time; (iii) all existing transactions between it and any Obligor 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 releasedGuaranty, 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)Subsidiary, (i) all of its Indebtedness and Disqualified Equity Interests will be deemed incurred at that time for purposes of Section 6.01, but will not be considered the sale or issuance of Equity Interests for purposes of Section 6.08; (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 may be required to become a Guarantor pursuant to this AgreementSection 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 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 the designation and a certificate of an officer of the Parent Borrower certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Borrower may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications: (i) such Subsidiary does not own any Equity Interest of any Obligor or any other Restricted Subsidiary; (ii) 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 6.01 or Section 6.066.01; (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; (viii) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result from such designation; and; (viiv) 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, the Term Loan 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) 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 may designate 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 the designation of such Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Obligors and their respective Restricted Subsidiaries Borrower therein (valued at the Borrower’s proportional share date of designation in an amount equal to the fair market value of its the greater of (x) the Borrower or the Obligors’ investment therein or (y) the assets less liabilities) will of such Subsidiary and no Subsidiary may be deemed made at that timedesignated 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 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; (iviii) 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 (viv) it will cease to be subject to the provisions of this Agreement as a Restricted Subsidiary. (dc) Upon The Borrower may designate an Unrestricted Subsidiary becoming, or being deemed to become, be a Restricted Subsidiary pursuant to Section 5.12(b), (i) all if the designation would not cause an Event of its Indebtedness will be deemed incurred Default and, at that the 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 immediately after such designation, the Parent (unless it is an Excluded Subsidiary), it Borrower shall be required to become in compliance on a Guarantor pursuant to this Agreement; and (iv) it will thenceforward be subject to the provisions of this Agreement as a Restricted SubsidiaryPro Forma Basis with Sections 7.01 and 7. (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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Borrower may designate any Subsidiary of the Parent (other than the Borrowerany Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications: 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 Equity Interest capital stock of any Obligor the Borrower or any other Restricted Subsidiary; (ii) 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) Subsidiary does not hold any guarantee or other credit support thereof by any Obligor Indebtedness of, or any other Lien on any property of, the Borrower or any Restricted Subsidiary is permitted under Section 6.01 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 Subsidiary, in each case except to the extent permitted by Section 6.01 7.01 or Section 6.06; (v) immediately before and after such 7.02, respectively; at the time of designation, no Event of Default shall have occurred the designation would be permitted under Section 7.08 and be continuing or would result from such designation; and (vi) no Subsidiary may be designated as deemed an Investment in an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other the assets of an Unrestricted Subsidiary thereunder; to the extent the Indebtedness of the Obligors Subsidiary is not Non-Recourse Debt, any Guarantee or their respective Restricted Subsidiaries. Once so designated, other credit support thereof by 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 may designate 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 Borrower or any Restricted Subsidiary will is permitted under Sections 7.01 and 7.08; the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not 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 releasedpermitted under Section 7.04; 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 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) 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 the designation and a certificate of an officer of the Parent 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 of the Parent Issuer (other than the Borrower), including a any newly acquired or created Subsidiary, newly formed Subsidiary of the Issuer but excluding the Issuer) to be an Unrestricted Subsidiary if it meets 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 following qualificationsIssuer 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) such the Subsidiary does not own any Equity Interest to be so designated has total consolidated assets of any Obligor $1,000 or any other Restricted Subsidiary;less; or (ii) the Parent if such Subsidiary has consolidated assets greater than $1,000, then such designation 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 6.01 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)3.4. (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 may designate an any Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of Default.Subsidiary; provided, however, that immediately after giving effect to such designation: (c1) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, the Issuer could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described under Section 3.3, or (i2) all existing Investments of the Obligors Fixed Charge Coverage Ratio for the Issuer 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 would be deemed incurred at that time, greater than such ratio for the Issuer 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 immediately prior to such designation, in each case on a pro forma basis taking 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; account such designation, 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 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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such designation and the Subsidiary meets the following qualifications: (i) (A) the Subsidiary does not (x) own any Disqualified Stock of the Company or any Disqualified Stock of a Restricted Subsidiary or (y) hold any Indebtedness of, or any Lien on any property of, the Company or any Restricted Subsidiary, if such Indebtedness could not be Incurred under Section 4.03 or such Lien would violate Section 4.09; and (B) the Subsidiary does not own any Equity Interest Common Stock of any Obligor or any other a Restricted Subsidiary, and all of its Subsidiaries are Unrestricted Subsidiaries; (ii) the Parent would be permitted to make an Investment at the time of the designation, the designation in an amount equal to the aggregate fair market value of all Investments of the Obligors and their Restricted Subsidiaries in such Subsidiarywould be permitted under Section 4.04; (iii) any guarantee Guarantee or other credit support thereof by any Obligor the Company or any other Restricted Subsidiary is deemed an Incurrence of Indebtedness and an Investment, and would be permitted under Section 6.01 or 4.03 and Section 6.064.04; (iv) none of the Obligors Subsidiary is not party to any transaction, arrangement, contract, agreement or their respective understanding with the Company or any Restricted Subsidiaries Subsidiary that would not be permitted under Section 4.08; and (v) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests Capital Stock of such the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results results, except to the extent permitted by Section 6.01 or 4.03 and 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 Subsidiaries4.04. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection Section 4.11 (b)) below. (bi) 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)(ivSection 4.11 (a) or 5.12(a)(vi) of this Section 5.12 above will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in subsection Section 4.11 (d). The ) below; and (ii) the Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an no Default or Event of DefaultDefault shall have occurred and be continuing at the time of or immediately after giving effect to such designation. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, , (i) all existing Investments of the Obligors Company and their respective the Restricted Subsidiaries therein (valued at the Borrower’s proportional Company's and its Restricted Subsidiaries' proportionate share of the fair market value of its such Unrestricted Subsidiaries' assets less liabilities) will be deemed made at that time; ; (ii) all existing Capital Stock or Indebtedness of any Obligor the Company or its a Restricted Subsidiaries 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, 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 the Company or any Restricted Subsidiary will be deemed entered into at that time; ; (iv) it is will be released at that time from the Loan Documents to which it is a party its Note Guarantee, if any; 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 Indenture as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), Subsidiary, (i) all of its Indebtedness will be deemed incurred Incurred at that time for purposes of Section 6.01; 4.03, but will not be considered the sale or issuance of Capital Stock for purposes of Section 4.06 or Section 4.10; (ii) Investments therein previously charged under Section 6.06 4.04 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 immediately issue a Note Guarantee pursuant to, but only to the extent required to become a Guarantor pursuant to this Agreementby Section 4.07; and and (iv) it will thenceforward be subject to the provisions of this Agreement Indenture as a Restricted Subsidiary. (e) Any designation by the Company's Board of Directors of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary after the Effective Date or Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by promptly filing with the Administrative Agent Trustee a copy of the resolutions of the Board of Directors Resolution giving effect to the designation and a certificate of an officer of the Parent Officers' Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors or chief financial officer of the Borrower may designate any Subsidiary of the Parent (other than the Borrower), including a newly acquired or created SubsidiarySubsidiary of the Borrower, to be an Unrestricted Subsidiary if it meets the following qualifications: (i) such Subsidiary does not own any Equity Interest of any Obligor the Borrower or any other Restricted Subsidiary; (ii) the Parent 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 Obligors and their 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 Guarantee or other credit support thereof by any Obligor the Borrower or any other Restricted Subsidiary is permitted under Section 6.01 6.1 or Section 6.066.7; (iv) none of neither the Obligors or their respective Borrower nor any Restricted Subsidiaries 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 6.1 or Section 6.066.7; (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 Obligors Borrower or their respective a Restricted SubsidiariesSubsidiary; 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). (bi) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections 5.12(a)(i(a)(i), 5.12(a)(iii(a)(iii), 5.12(a)(iv(a)(iv) or 5.12(a)(vi(d) 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 Section 5.12. (ii) The Board of Directors of the Borrower may designate an 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. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary,: (i) all existing Investments of the Obligors Borrower and their respective the Restricted Subsidiaries of the Borrower therein (valued at the Borrower’s and its Restricted Subsidiaries’ 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 any Obligor the Borrower or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred issued or incurred, as applicable, at that time, and all Liens on property of any Obligor the Borrower or a Restricted Subsidiary securing its Restricted Subsidiaries held by it obligations will be deemed incurred at that time; (iii) all existing transactions between it and any Obligor the Borrower or any Restricted Subsidiary will be deemed entered into at that time; (iv) it is will be released at that time from the Loan Documents to which it is a party and all related security interests on its property shall be releasedGuaranty; 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 and Liens will be deemed incurred at that time for purposes of Section 6.016.1 and Section 6.2, as applicable; (ii) all Investments therein previously charged under Section 6.06 6.7 will be credited thereunder; (iii) if it is a Material 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 AgreementSection 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 or chief financial officer of the Borrower of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary after the Effective 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 of the Borrower giving effect to the designation and a certificate of an officer a Responsible Officer of the Parent Borrower certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Parent may designate any Restricted Subsidiary of the Parent (other than the a Borrower), including a newly acquired or created Subsidiary, to be ) as an Unrestricted Subsidiary if it meets the following qualifications: or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that (i) such Subsidiary does not own any Equity Interest of any Obligor or any other Restricted Subsidiary; (ii) 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 6.01 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 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; and designation as of the last day of the Fiscal Quarter most recently ended and (viiii) no Restricted 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 was 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 may designate 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; 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 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) 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 Section 5.19. The designation of this Agreement as a any Restricted Subsidiary. (e) Any designation by the Board of Directors of a Subsidiary as an Unrestricted Subsidiary or 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 after shall constitute (i) the Effective Date will be evidenced incurrence at the time of designation 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 the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolutions of the Board of Directors giving effect preceding sentence in an amount equal to the fair market value at the date of such designation and a certificate of an officer of the Parent certifying that the designation complied with such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing provisions(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 is a “Guarantor” under any Senior Notes, the Senior Refinancing Notes or under any agreement, document or instrument evidencing any Material Indebtedness.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Company may designate any Subsidiary of the Parent (other than the Borrower), including to be a newly acquired or created Subsidiary, Restricted Subsidiary and may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if it meets by giving written notice to each holder of Notes that the following qualifications: (i) Board of Directors of the Company has made such designation, provided, however, that no Subsidiary does not own any Equity Interest of any Obligor or any other may be designated a Restricted Subsidiary; (ii) the Parent would Subsidiary and no Restricted Subsidiary may be permitted to make designated an Investment Unrestricted Subsidiary unless, at the time of NEW JERSEY NATURAL GAS COMPANY FIRST AMENDMENT such action and after giving effect thereto, (a) solely in the designation case of a Restricted Subsidiary being designated an Unrestricted Subsidiary, such Restricted Subsidiary being designated an Unrestricted Subsidiary shall not have any continuing Investment 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 Company or any other Restricted Subsidiary is permitted under Section 6.01 and (b) no Default 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 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 date of determination under this Section 10.12 and not as of the end of the immediately preceding fiscal quarter of the Company). Any Restricted Subsidiary may be which has been designated as an Unrestricted Subsidiary if it is and which has then been redesignated a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness Restricted Subsidiary, in each case in accordance with the provisions of the Obligors or their respective 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 Restricted Subsidiaries. Once so designated, the Subsidiary will remain and which has then been redesignated an Unrestricted Subsidiary, subject to subsection (b). (b) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet in each case in accordance with the qualifications set forth in subsections 5.12(a)(i), 5.12(a)(iii), 5.12(a)(iv) or 5.12(a)(vi) provisions of the first sentence of this Section 5.12 will 10.12, shall not at any time thereafter be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in subsection (d). The Board of Directors may designate an Unrestricted Subsidiary to be redesignated a Restricted Subsidiary if without the designation would not cause an Event prior written consent of Defaultthe Required Holders. Section 1.13. Sections 11(e) and (cg) 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 Note Purchase Agreement shall be released; and (v) it will cease and is hereby amended in its entirety to be subject to the provisions of this Agreement read 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 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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.follows:

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors or chief financial officer of Parent may designate any Subsidiary of the Parent (other than than, after the consummation of a Holdco Transaction, the Borrower), including a newly acquired or created SubsidiarySubsidiary of Parent, to be an Unrestricted Subsidiary if it meets the following qualifications: (i) such Subsidiary does not own any Equity Interest of any Obligor Parent or any other Restricted SubsidiarySubsidiary Parent; (ii) 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 (as determined by the Borrower in good faith) of all Investments of the Obligors and their 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 Guarantee or other credit support thereof by any Obligor Parent or any other Restricted Subsidiary of Parent is permitted under Section 6.01 6.1 or Section 6.066.7; (iv) none neither Parent nor any Restricted Subsidiary of the Obligors or their respective Restricted Subsidiaries 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 6.01 6.1 or Section 6.066.7; (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 Obligors Parent or their respective a Restricted SubsidiariesSubsidiary of Parent. 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 5.12(a)(i(a)(i), 5.12(a)(iii(a)(iii), 5.12(a)(iv(a)(iv) or 5.12(a)(vi(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 may designate 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; 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 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) 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 Subsidiary5.12. (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 the designation and a certificate of an officer of the Parent 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 may designate any Subsidiary of the Parent Issuer (other than the Borrower), including a any existing Subsidiary and any newly acquired or created Subsidiary, newly formed Subsidiary of the Issuer but excluding the Unsecured Notes Issuer) to be an Unrestricted Subsidiary if it meets 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 following qualificationsIssuer 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) such the Subsidiary does not own any Equity Interest to be so designated has total consolidated assets of any Obligor $1,000 or any other Restricted Subsidiary;less; or (ii) the Parent if such Subsidiary has consolidated assets greater than $1,000, then such designation 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 6.01 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)3.4. (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 an any Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of Default.Subsidiary; provided, however, that immediately after giving effect to such designation: (c1) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, the Issuer could Incur $1.00 of additional Indebtedness as Ratio Debt or (i2) all existing Investments of the Obligors Fixed Charge Coverage Ratio for the Issuer 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 would be deemed incurred at that time, equal to or greater than such ratio for the Issuer 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 immediately prior to such designation, in each case on a Pro Forma Basis taking 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; account such designation, 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 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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Borrower may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications: (i) such Subsidiary does not own any Equity Interest of any Obligor the Borrower or any other Restricted Subsidiary; (ii) the Parent 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 Borrower or its Restricted Subsidiaries in such Subsidiary; (iii) any guarantee or other credit support thereof by any Obligor the Borrower or any other Restricted Subsidiary is permitted under Section 6.01 or Section 6.06; (iv) none of neither the Obligors or their respective Borrower nor any Restricted Subsidiaries 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 6.06; (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 Obligors Borrower or their respective a Restricted SubsidiariesSubsidiary. 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 5.12(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 may designate 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; 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 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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Issuer may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualificationsqualifications and the designation would not cause a Default: (i1) such Such Subsidiary does not own any Equity Interest Capital Stock of any Obligor the Issuer or any Restricted Subsidiary (other than a Subsidiary of the Subsidiary to be so designated that is being concurrently designated as an Unrestricted Subsidiary) or hold any Debt of, or any Lien on any property of, the Issuer or any Restricted Subsidiary (other than a Subsidiary of the Subsidiary to be so designated that is being concurrently designated as an Unrestricted Subsidiary;). (ii2) the Parent would be permitted to make an Investment at At the time of the designation, the designation in an amount equal to would be permitted under Section 4.07 or as a Permitted Investment. (3) To the aggregate fair market value of all Investments extent the Debt of the Obligors and their Restricted Subsidiaries in such Subsidiary; (iii) Subsidiary is not Non-Recourse Debt, any guarantee Guarantee or other credit support thereof by any Obligor the Issuer or any other Restricted Subsidiary is permitted under Section 6.01 or 4.06 and Section 6.06;4.07. (iv4) none of The Subsidiary is not party to any transaction or arrangement with the Obligors Issuer or their respective any Restricted Subsidiaries Subsidiary that would not be permitted under Section 4.13. (5) Neither the Issuer nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of such the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results results, except to the extent permitted by Section 6.01 or 4.06 and 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 Subsidiaries4.07. Once so designated, designated the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection paragraph (b). (b1) 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)(ivparagraph (a) 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 paragraph (d). . (2) The Board of Directors Issuer may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of a Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i1) all existing Investments of the Obligors Issuer and their respective its Restricted Subsidiaries therein (valued at the BorrowerIssuer’s proportional share of the fair market value of its assets less liabilities) will be deemed to be made at that time; (ii2) all existing Indebtedness Capital Stock or Debt of any Obligor the Issuer or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred to be Incurred at that time, and all Liens on property of any Obligor the Issuer or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred to be Incurred at that time; (iii3) all existing transactions between it and any Obligor the Issuer or any Restricted Subsidiary will be deemed entered into at that time; (iv4) it is will be released at that time from its Note Guarantee, if any, and the Loan Documents to which it is a party and all related security interests on its property shall be releasedSecurity Documents; and (v5) it will cease to be subject to the provisions of this Agreement Indenture as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b)Subsidiary, (i1) all of its Indebtedness Debt and Disqualified or Preferred Stock will be deemed incurred to be Incurred at that time for purposes of Section 6.014.06, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.12; (ii2) Investments therein previously charged under Section 6.06 4.07 will be credited thereunder; (iii3) 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 issue a Guarantor Note Guarantee pursuant to this AgreementSection 4.10 and pledge its assets (other than Excluded Assets) as Collateral for the Notes pursuant to Section 4.20 to the extent required thereby; and (iv4) it will thenceforward be subject to the provisions of this Agreement Indenture 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 or Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by promptly filing with the Administrative Agent Trustee a copy of the resolutions of the Board of Directors Resolution giving effect to the designation and a certificate of an officer of the Parent Officer’s Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications:qualifications and the designation would not cause a Default. (i1) such Subsidiary does not own any Equity Interest of any Obligor or any other Restricted Subsidiary; (ii) the Parent would be permitted to make an Investment at At the time of the designation, the designation in an amount equal to would be permitted under Section 4.07. (2) To the aggregate fair market value of all Investments extent the Debt of the Obligors and their Restricted Subsidiaries in such Subsidiary; (iii) Subsidiary is not Non-Recourse Debt, any guarantee Guarantee or other credit support thereof by any Obligor the Company or any other Restricted Subsidiary is permitted under Section 6.01 or 4.06 and Section 6.06;4.07. (iv3) none of The Subsidiary is not party to any transaction or arrangement with the Obligors Company or their respective any Restricted Subsidiaries Subsidiary that would not be permitted under Section 4.13. (4) Neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of such 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 6.01 or 4.06 and 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 Subsidiaries4.07. Once so designated, designated the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection paragraph (b). (b1) A Subsidiary previously designated as an Unrestricted Subsidiary pursuant to clause (iii) of the definition thereof which fails to meet the qualifications set forth in subsections 5.12(a)(i), 5.12(a)(iii), 5.12(a)(ivparagraph (a) 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 paragraph (d). . (2) The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of a Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i1) all existing Investments of the Obligors Company and their respective the Restricted Subsidiaries therein (valued at the BorrowerCompany’s proportional share of the fair market value of its assets less liabilitiesliabilities (as determined in good faith by the Company)) will be deemed made at that time; (ii2) all existing Indebtedness Capital Stock or Debt of any Obligor the Company or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred Incurred at that time, and all Liens on property of any Obligor the Company or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred at that time; (iii3) all existing transactions between it and any Obligor the Company or any Restricted Subsidiary will be deemed entered into at that time; (iv4) 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 releasedNote Guaranty, if any; and (v5) it will cease to be subject to the provisions of this Agreement the Indenture as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b)Subsidiary, (i1) all of its Indebtedness Debt and Preferred Stock will be deemed incurred Incurred at that time for purposes of Section 6.014.06, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.12; (ii2) Investments therein previously charged under Section 6.06 4.07 will be credited as provided thereunder; (iii3) if it is a Domestic Subsidiary and a Wholly-Owned Subsidiary of the Parent (unless it is an Excluded Subsidiary), it shall may be required to become issue a Guarantor Note Guaranty pursuant to this AgreementSection 4.10; and (iv4) it will thenceforward be subject to the provisions of this Agreement the Indenture 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 or Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by promptly filing with the Administrative Agent Trustee a copy of the resolutions of the Board of Directors Resolution giving effect to the designation and a certificate of an officer of the Parent Officer’s Certificate certifying that the designation complied with the foregoing provisions. (f) Notwithstanding the foregoing, each of NGC and its Subsidiaries (after giving effect to the Transactions) and Current NGC shall be deemed an Unrestricted Subsidiary of the Company at all times on and after and for so long as it becomes a Subsidiary of the Company (which designation shall occur automatically and without the need to comply with clause (a) above).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created Subsidiary, other than a Material IP Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications: (i) such Subsidiary does not (x) own any Equity Interest of, hold any Indebtedness of or hold any Obligor Lien on the assets of, the Borrower or any other Restricted SubsidiarySubsidiary or a Material IP Subsidiary or (y) own, or hold an exclusive license in, any Material IP; (ii) the Parent 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 Obligors and their 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 Guarantee or other credit support thereof by any Obligor the Borrower or any other Restricted Subsidiary is permitted under Section 6.01 6.1 or Section 6.066.7; (iv) none of neither the Obligors or their respective Borrower nor any Restricted Subsidiaries 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 6.01 6.1 or Section 6.066.7; (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 Obligors Borrower or their respective a Restricted SubsidiariesSubsidiary. 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 5.12(a)(i(a)(i), 5.12(a)(iii(a)(iii), 5.12(a)(iv(a)(iv) or 5.12(a)(vi(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 may designate 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; 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 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) 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 Subsidiary5.12. (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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Company may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications:qualifications and the designation would not cause a Default. (i) such Such Subsidiary does not own any Equity Interest Capital Stock of any Obligor the Company or any other Restricted Subsidiary or hold any Indebtedness of, or any Lien on any property of, the Company or any Restricted Subsidiary;. (ii) the Parent would be permitted to make an Investment at At the time of the designation, 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;would be permitted under Section 4.08. (iii) To the extent the Indebtedness of the Subsidiary is not Non-Recourse Indebtedness, any guarantee Guarantee or other credit support thereof by any Obligor the Company or any other Restricted Subsidiary is permitted under Section 6.01 or 4.06 and Section 6.06;4.08. (iv) none of The Subsidiary is not party to any transaction or arrangement with the Obligors Company or their respective any Restricted Subsidiaries Subsidiary that would not be permitted under Section 4.10 after giving effect to the exceptions thereto. (v) Neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of such the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results results, except to the extent permitted by Section 6.01 or 4.06 and 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 Subsidiaries4.08. Once so designated, designated the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection clause (b)) of this Section 4.14. (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)(viclause (a) of this Section 5.12 4.14 will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in subsection clause (d). ) of this Section 4.14. (i) The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of a Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) all existing Investments of the Obligors Company and their respective the Restricted Subsidiaries therein (valued at the BorrowerCompany’s proportional share of the fair market value Fair Market Value of its assets less liabilities) will be deemed made at that time; (ii) all existing Capital Stock or Indebtedness of any Obligor the Company or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred Incurred at that time, and all Liens on property of any Obligor the Company or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred Incurred at that time; (iii) all existing transactions between it and any Obligor the Company or any Restricted Subsidiary will be deemed entered into at that time; (iv) it is shall be released at that time from the Loan Documents to which it is a party and all related security interests on its property shall be releasedNote Guarantee, if any; and (v) it will cease to be subject to the provisions of this Agreement the Indenture as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b)Subsidiary, (i) all of its Indebtedness and Disqualified Stock or Preferred Stock will be deemed incurred Incurred at that time for purposes of Section 6.014.06, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.09; (ii) Investments therein previously charged under Section 6.06 4.08 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 may be required to become issue a Guarantor Note Guarantee pursuant to this AgreementSection 4.12; and (iv) it will thenceforward be subject to the provisions of this Agreement Indenture as a Restricted Subsidiary. (e) Any designation by the Board of Directors Company of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary after the Effective Date or Unrestricted Subsidiary will be evidenced to the Administrative Agent Trustee by promptly filing with the Administrative Agent Trustee a copy of the resolutions of the Board of Directors Resolution giving effect to the designation and a certificate of an officer of the Parent Officers’ Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board Issuer, by delivery of Directors an Officer’s Certificate to the 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 Parent (other than the Borrower), including a newly acquired or created Subsidiary, such Subsidiary will be deemed to be an Unrestricted Subsidiary if it meets the following qualifications: Subsidiary, if: (i1) such Subsidiary does not own any Equity Interest of any Obligor or any other Restricted Subsidiary; (ii) the Parent would be permitted to make an Investment at the time of designation, the designation Issuer could make a Restricted Payment or Permitted Investment in an amount equal to the aggregate fair market greater of the Fair Market Value (as determined by an Officer) and book value of all Investments of the Obligors and their Restricted Subsidiaries its interest in such Subsidiary; Subsidiary pursuant to Section 4.7; (iii2) any guarantee or other credit support thereof by any Obligor or any other Restricted Subsidiary is permitted under Section 6.01 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 at the time of, or would result from immediately after giving effect to, such designation; and (vi3) no each Subsidiary may of such Subsidiary has been, 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 of any Restricted Subsidiary as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness 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 Obligors or their respective Restricted Subsidiaries. Once so designated, the Subsidiary will remain Issuer’s Investment therein (as determined by an Unrestricted Subsidiary, subject to subsection (bOfficer). (b) A The Issuer may designate any Unrestricted Subsidiary previously as a Restricted Subsidiary only if: (1)(x) the Issuer would be able to Incur at least $1.00 of additional Debt pursuant to Section 4.9(a), or (y) the Fixed Charge Coverage Ratio of the Issuer would not be less than the Fixed Charge Coverage Ratio of the Issuer immediately prior to such designation, in each case on a 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 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” under the ABL Credit Agreement and the Term Loan Credit Agreement (and, subject to the consequences set forth extent applicable, any other agreement governing Permitted Refinancing Debt in subsection (drespect thereof). The Board designation of Directors may designate an any Unrestricted Subsidiary to be as a Restricted Subsidiary if shall constitute 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 Incurrence at the Borrower’s proportional share time of the fair market value of its assets less liabilities) will be deemed made at that time; (ii) all existing Indebtedness designation of any Obligor Investment, Debt or its Restricted Subsidiaries held by it will be deemed incurred Liens of such Subsidiary existing at that such 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) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Borrower may designate any Subsidiary of the Parent (other than the Borrowerany Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualificationssum 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 Third 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: (i) such Subsidiary does not own any Equity Interest capital stock of any Obligor the Borrower or any other Restricted Subsidiary; (ii) such Subsidiary does not hold any Indebtedness of, or any Lien on any property of, the Parent would be permitted to make an Investment at the time of the designation Borrower or any Restricted Subsidiary, in an amount equal each case except to the aggregate fair market value of all Investments of the Obligors and their Restricted Subsidiaries in such Subsidiaryextent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, the designation would be permitted under Section 7.08 and deemed an Investment in an Unrestricted Subsidiary or the assets of an Unrestricted Subsidiary thereunder; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any guarantee Guarantee or other credit support thereof by any Obligor the Borrower or any other Restricted Subsidiary is permitted under Section 6.01 or Section 6.06Sections 7.01 and 7.08; (ivv) none of the Obligors Subsidiary is not party to any transaction or their respective arrangement with the Borrower or any Restricted Subsidiaries 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 such 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 6.01 or Section 6.06; (v) immediately before Sections 7.01 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)7. (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 may designate 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; 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 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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Subject to Section 10.13(b), the Company may designate any Subsidiary of the Parent (other than the Borrower), including to be a newly acquired or created Subsidiary, Restricted Subsidiary and may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if it meets by giving written notice to each holder of Notes that the following qualifications: (i) Board of Directors of the Company has made such designation, provided, however, that no Subsidiary does not own any Equity Interest of any Obligor or any other may be designated a Restricted Subsidiary; (ii) the Parent would Subsidiary and no Restricted Subsidiary may be permitted to make designated an Investment Unrestricted Subsidiary unless, at the time of such action and after giving effect thereto, (1) solely in the designation case of a Restricted Subsidiary being designated an Unrestricted Subsidiary, such Restricted Subsidiary being designated an Unrestricted Subsidiary shall not have any continuing Investment 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 Company or any other Restricted Subsidiary is permitted under Section 6.01 and (2) no Default 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 (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 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 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 would result from such designation; and (vi) no Subsidiary may note purchase agreement after the date hereof and New Jersey Natural Gas shall be designated as an Unrestricted Subsidiary if it is 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 “guarantor” (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 similar designation) for any other Indebtedness negative covenants of the Obligors type included in this Section 10 of such credit facility or their respective Restricted Subsidiariesnote purchase agreement, then and in any such 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. Once so designatedEffective on the date of execution of any such agreement, such additional covenant that is included in such agreement and any related definitions shall be deemed to have been incorporated herein. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the Subsidiary will remain fees and expenses of counsel for the holders) an Unrestricted Subsidiary, subject amendment to subsection (b)this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such additional covenant. (b) A The Company will cause each Subsidiary previously that is 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 may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if on Schedule 5.4 on the designation would not cause an Event of Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) date hereof to at 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 times remain 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 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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors After the Issue Date, the Issuer may designate any Subsidiary of the Parent Issuer (other than the Borrower), including a newly any acquired or created newly formed Subsidiary, ) to be an Unrestricted Subsidiary if it meets unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any assets of, the following qualificationsIssuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided that: (i1) such Subsidiary does not own any Equity Interest of any Obligor no Default has occurred and is continuing or any other Restricted Subsidiarywould occur as a consequence thereof; (ii2) (x) the Parent would be permitted Issuer could incur at least $1.00 of additional Indebtedness pursuant to make an Investment at the time Coverage Ratio Exception or (y) the Consolidated Coverage Ratio of the designation in an amount Issuer and the Restricted Subsidiaries is 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 6.01 or Section 6.06; (iv) none of the Obligors or their respective Restricted Subsidiaries has any obligation greater than immediately prior 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 (vi3) no either (x) the Subsidiary may to be so designated has total assets of $1,000 or less or (y) if such Subsidiary has assets greater than $1,000, such designation would be permitted under Section 4.07 (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 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 may designate 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; 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 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) 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 Trustee by promptly filing with the Administrative Agent Trustee a certified copy of the resolutions a resolution of the Board of Directors giving effect to the such designation and a an officers’ certificate of an officer of the Parent certifying that the such designation complied with the foregoing provisionspreceding conditions and was permitted by Section 4.07. (b) The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (1) 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 redesignation would, if incurred at such time, be permitted to be incurred under this Indenture.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Issuer may designate after the Issue Date any Subsidiary of the Parent (other than the Borrower), Issuer) (including a any newly acquired or created newly formed Subsidiary, to be ) as an “Unrestricted Subsidiary if it meets the following qualificationsSubsidiary” under this Indenture (a “Designation”) only if: (ia) such Subsidiary does not own any Equity Interest of any Obligor no Default or any other Restricted Subsidiary; (ii) 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 6.01 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 has occurred and be is continuing or would result from after giving effect to such designationDesignation; 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 either (x) 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 may designate an Unrestricted Subsidiary to be a Restricted so designated has total consolidated assets of $1,000 or less or (y) if such Subsidiary if the designation has consolidated assets greater than $1,000, then such 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; 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 will be deemed incurred at that time for purposes of Section 6.01; (ii) Investments therein previously charged permitted 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 4.07. The Issuer may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect such Revocation: (c) (x) the Parent could Incur at least $1.00 of additional Indebtedness under Section 4.09(a) or (y) the Fixed Charge Coverage Ratio would be greater than immediately prior to such Revocation, in each case on a Restricted pro forma basis taking into account such Revocation; (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 the Effective Date will giving effect to such Revocation. Each Designation and Revocation must be evidenced by promptly delivering to the Administrative Agent by promptly filing with the Administrative Agent Trustee a copy of the resolutions board resolution of the Board of Directors of the Issuer giving effect to such Designation or Revocation, as the designation case may be, and a certificate of an officer of the Parent Officers’ Certificate certifying that the designation complied compliance with the foregoing 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 may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications:qualifications and the designation would not cause a Default. (i1) such The Subsidiary does not own any Equity Interest Disqualified Stock of the Company or Disqualified Stock or Preferred Stock of a Restricted Subsidiary or hold any Obligor Debt of, or any other Lien on any property of, the Company or any Restricted Subsidiary; (ii) , if such Disqualified Stock or Preferred Stock or Debt could not be Incurred under the Parent provisions of Section 6.1 or such Lien would be permitted to make an Investment at violate the time provisions 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 6.01 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 designation6.3; and (vi2) no the Subsidiary may be designated as an does not own any Voting Stock of a Restricted Subsidiary, and all of its Subsidiaries are 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, designated the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection paragraph (b). (b1) A Subsidiary previously designated as an Unrestricted Subsidiary which fails at any time to meet the qualifications set forth in subsections 5.12(a)(i), 5.12(a)(iii), 5.12(a)(ivparagraph (a) 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 paragraph (d). . (2) The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of a Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i1) all existing Investments of the Obligors Company and their respective the Restricted Subsidiaries therein (valued at the Borrower’s Company's proportional share of the fair market value Fair Market Value of its assets less liabilities) will be deemed made at that time; (ii2) all existing Indebtedness Capital Stock or Debt of any Obligor the Company or its a Restricted Subsidiaries Subsidiary held by it such Unrestricted Subsidiary will be deemed incurred Incurred at that time, and all Liens on property of any Obligor the Company or its a Restricted Subsidiaries Subsidiary held by it such Unrestricted Subsidiary will be deemed incurred at that time; (iii3) all existing transactions between it such Unrestricted Subsidiary and any Obligor the Company or any Restricted Subsidiary will be deemed entered into at that time; (iv4) it is such Unrestricted Subsidiary will be released at that time from its guarantee of the Loan Documents to which it is a party and all related security interests on its property shall be releasedObligations, if any; and (v5) it such Unrestricted Subsidiary 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)Subsidiary, (i1) all of its Indebtedness Debt and Disqualified or Preferred Stock will be deemed incurred Incurred at that time for purposes of the covenant set forth in Section 6.016.1, but will not be considered the sale or issuance of Equity Interests for purposes of the covenants set forth in Section 6.6 or Section 6.7; (ii2) Investments therein previously charged under the covenant set forth in Section 6.06 6.2 will be credited thereunder; (iii3) if it is a Domestic Subsidiary and a Wholly-Owned Subsidiary of the Parent (unless it is an Excluded Subsidiary), it shall may be required to become a Guarantor guarantee the Obligations pursuant to this AgreementSection 5.10; and (iv4) it will thenceforward be become subject to the provisions of this Agreement as a Restricted Subsidiary. (e) Any designation by the Board of Directors of the Company of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary after the Effective Date or Unrestricted Subsidiary will be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolutions of the Board of Directors Resolution giving effect to the designation and a certificate of an officer of the Parent Officer's Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board Unless designated as an Unrestricted Subsidiary on Schedule 7.14 as of Directors may designate June 9, 2014 or thereafter, in compliance with Section 9.19(b) or (d), any Person that becomes a Subsidiary of the Parent Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (other than b) The Borrower may designate by written notification thereof to the Borrower)Administrative Agent, any Restricted Subsidiary, including a newly or to be formed or newly or to be acquired or created Subsidiary, to be as an Unrestricted Subsidiary if it meets the following qualifications: (i) prior, and immediately after giving effect, to such Subsidiary does not own any Equity Interest of any Obligor or any other Restricted Subsidiary; designation, neither a Default nor a Borrowing Base deficiency would exist and (ii) the Parent would such designation is deemed to be permitted to make an Investment at the time of the designation in an Unrestricted Subsidiary in an amount equal to the aggregate fair market value of all Investments as of the Obligors date of such designation of the Borrower’s and their its Restricted Subsidiaries Subsidiaries’ direct ownership interests in such Subsidiary; (iii) any guarantee or other credit support thereof by any Obligor or any other Restricted Subsidiary is and such Investment would be permitted to be made at the time of such designation under Section 6.01 or 9.05(n). Except as provided in this 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 designation9.19(b), no Event of Default shall have occurred and be continuing or would result from such designation; and (vi) no Restricted 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). (bc) 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 Borrower may designate an any 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, immediately after giving effect to such designation, (i) all existing Investments the representations and warranties of the Obligors Borrower and their respective its Restricted Subsidiaries therein 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 (valued at 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’s proportional share 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 the lesser 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 the Borrower’s and its Restricted Subsidiaries held by it will be deemed incurred at that time, Subsidiaries’ direct ownership interests in such Subsidiary or the amount of the Borrower’s 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 Subsidiaries’ aggregate investment previously made for purposes of the limitation on Investments under Section 9.05(n). Upon the designation of an Unrestricted 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, 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) Upon Each Subsidiary of an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (i) all of its Indebtedness will shall automatically 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) if it is a Domestic Subsidiary and a Wholly-Owned Subsidiary of the Parent (unless it is designated as 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 Unrestricted Subsidiary. (e) Any Upon designation by the Board of Directors of a Restricted Subsidiary as an Unrestricted Subsidiary or a Restricted in compliance with Section 9.19(b), (i) such Subsidiary after shall be automatically released from all obligations, if any, under the Effective Date will be evidenced Loan Documents, including the Guaranty Agreement and all other applicable Security Instruments and (ii) all Liens granted pursuant to the Administrative Agent Guaranty Agreement and all other applicable Security Instruments on the Property of, and the Equity Interests in, such Unrestricted Subsidiary shall be automatically released.” 2.79 Amendment to Sections 10.01(c) through (g). Sections 10.01(c) through (g) are hereby amended by promptly filing deleting such Sections in their entirety and replacing it with the Administrative Agent a copy of the resolutions of the Board of Directors giving effect to the designation and a certificate of an officer following: “(c) any representation or warranty made or deemed made by or on behalf of the Parent certifying that Guarantor, the designation complied Borrower or any Restricted Subsidiary in or in connection with the foregoing provisionsany Loan Document or any amendment or modification of any Loan Document or waiver under such Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors may designate any Restricted Subsidiary or other Subsidiary of the Parent (other than the Borrower), including a newly acquired or created Subsidiary, Issuer to be an Unrestricted Subsidiary if it meets the following qualificationsif: (ia) such the Subsidiary to be so designated does not own any Equity Interest of Capital Stock or Debt of, or own or hold any Obligor Lien on any Property of, the Issuer or any other Restricted Subsidiary;, (ii) 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 6.01 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; (vb) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result from such designation; continuing, and (vic) no any of the following: (i) the Subsidiary may to be so designated has total assets of $10,000 or less, (ii) if the Subsidiary has consolidated assets greater than $10,000, then the designation would be permitted under Section 4.05, or (iii) 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 it 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 “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness Subsidiary of the Obligors or their respective Restricted Subsidiaries. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary. Except as provided in the first sentence of the first paragraph of this covenant, subject 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 subsection (b). (b) A 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 previously designated in existence and classified as an Unrestricted Subsidiary which fails at the time the Issuer or the Restricted Subsidiary is liable for that Debt (including any right 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 take enforcement action against that time a Restricted Unrestricted Subsidiary, subject to the consequences set forth in subsection (d). The Board of Directors may designate an any 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 timeif, 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) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (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) 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 immediately 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 pro forma effect to the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.designation,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Borrower may designate any Subsidiary of the Parent (other than the Borrowerany Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualificationssum 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: (i) such Subsidiary does not own any Equity Interest capital stock of any Obligor the Borrower or any other Restricted Subsidiary; (ii) such Subsidiary does not hold any Indebtedness of, or any Lien on any property of, the Parent would be permitted to make an Investment at the time of the designation Borrower or any Restricted Subsidiary, in an amount equal each case except to the aggregate fair market value of all Investments of the Obligors and their Restricted Subsidiaries in such Subsidiaryextent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, the designation would be permitted under Section 7.08 and deemed an Investment in an Unrestricted Subsidiary or the assets of an Unrestricted Subsidiary thereunder; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any guarantee Guarantee or other credit support thereof by any Obligor the Borrower or any other Restricted Subsidiary is permitted under Section 6.01 or Section 6.06Sections 7.01 and 7.08; (ivv) none of the Obligors Subsidiary is not party to any transaction or their respective arrangement with the Borrower or any Restricted Subsidiaries 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 such 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 6.01 or Section 6.06; (v) immediately before Sections 7.01 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)7. (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 may designate 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; 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 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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. 170 (a) The Board Unless designated as an Unrestricted Subsidiary on Schedule 7.14 as of Directors may designate June 9, 2014 or thereafter, in compliance with Section 9.19(b) or (d), any Person that becomes a Subsidiary of the Parent Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (other than b) The Borrower may designate by written notification thereof to the Borrower)Administrative Agent, any Restricted Subsidiary, including a newly or to be formed or newly or to be acquired or created Subsidiary, to be as an Unrestricted Subsidiary if it meets the following qualifications: (i) prior, and immediately after giving effect, to such Subsidiary does not own any Equity Interest of any Obligor or any other Restricted Subsidiary; designation, neither a Default nor a Borrowing Base dDeficiency would exist and (ii) the Parent would such designation is deemed to be permitted to make an Investment at the time of the designation in an Unrestricted Subsidiary in an amount equal to the aggregate fair market value of all Investments as of the Obligors date of such designation of the Borrower’s and their its Restricted Subsidiaries Subsidiaries’ direct ownership interests in such Subsidiary; (iii) any guarantee or other credit support thereof by any Obligor or any other Restricted Subsidiary is and such Investment would be permitted to be made at the time of such designation under Section 6.01 or 9.05(n). Except as provided in this 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 designation9.19(b), no Event of Default shall have occurred and be continuing or would result from such designation; and (vi) no Restricted 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). (bc) 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 Borrower may designate an any 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, immediately after giving effect to such designation, (i) all existing Investments the representations and warranties of the Obligors Borrower and their respective its Restricted Subsidiaries therein 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 (valued at 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’s proportional share 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 the lesser 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 the Borrower’s and its Restricted Subsidiaries held by it will be deemed incurred at that time, Subsidiaries’ direct ownership interests in such Subsidiary or the amount of the Borrower’s 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 Subsidiaries’ aggregate investment previously made for purposes of the limitation on Investments under Section 9.05(n). Upon the designation of an Unrestricted 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, 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) Upon Each Subsidiary of an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (i) all of its Indebtedness will shall automatically 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) if it is a Domestic Subsidiary and a Wholly-Owned Subsidiary of the Parent (unless it is designated as 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 Unrestricted Subsidiary. (e) Any Upon designation by the Board of Directors of a Restricted Subsidiary as an Unrestricted Subsidiary or a Restricted in compliance with Section 9.19(b), (i) such Subsidiary after shall be automatically released from all obligations, if any, under the Effective Date will be evidenced Loan Documents, including the Guaranty Agreement and all other applicable Security Instruments and (ii) all Liens granted pursuant to the Administrative Agent by promptly filing with Guaranty Agreement and all other applicable Security Instruments on the Administrative Agent a copy of Property of, and the resolutions of the Board of Directors giving effect to the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisionsEquity Interests in, such Unrestricted Subsidiary shall be automatically released.

Designation of Restricted and Unrestricted Subsidiaries. (a) The TheAfter the Amendment No. 5 Effective Date, so long as the Net Debt Condition is satisfied at such time, the Board of Directors may designate any Subsidiary of the Parent (other than the Borrower), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications: (i) such Subsidiary does not own any Equity Interest of any Obligor or any other Restricted Subsidiary; (ii) 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 6.01 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 may designate 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; 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 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) 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Issuer may designate any Restricted Subsidiary of the Parent (other than the Borrower), including a newly acquired or created Subsidiary, Issuer to be an Unrestricted Subsidiary if it meets the following qualificationsSubsidiary; provided that: (i) such any guarantee by the Issuer or any Restricted Subsidiary does not own any Equity Interest thereof of any Obligor Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Issuer or any other such Restricted SubsidiarySubsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 6.10; (ii) the Parent 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 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 Subsidiaryunder Section 6.9; (iii) such Subsidiary does not hold any guarantee or other credit support thereof by Liens on any Obligor property of the Issuer or any other Restricted Subsidiary is permitted under Section 6.01 or Section 6.06thereof; (iv) none the Subsidiary being so designated: (A) is a Person with respect to which neither the Issuer nor any of the Obligors or their respective its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests of such Subsidiary or (ii) to maintain or preserve its such Person’s financial condition or to cause it such Person to achieve any specified levels of operating results results; (B) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent permitted by Section 6.01 such guarantee or Section 6.06; (v) immediately before and after such designation, no Event of Default shall have occurred and credit support would be continuing or would result from released upon such designation; and (viC) no is not a party to any agreement or understanding with the Issuer or any of its Restricted Subsidiaries unless the terms of any such agreement would be permitted under Section 6.12; and (v) ‎no Default or Event of Default would be in existence following such designation. (b) Any designation of a Restricted Subsidiary may 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) and (B) of Section 6.5(a)(iv) 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. 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. Notwithstanding the foregoing, Curaleaf, Inc., its successors or assigns, in any matter whatsoever, will remain a Restricted Subsidiary hereunder and shall not, under any circumstances, 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). (bc) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet The Chief Executive Officer and/or the qualifications set forth in subsections 5.12(a)(i), 5.12(a)(iii), 5.12(a)(iv) or 5.12(a)(vi) Chief Financial Officer of this Section 5.12 will be deemed to become the Issuer may at that any time a Restricted Subsidiary, subject to the consequences set forth in subsection (d). The Board of Directors may designate an any 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 ‎Restricted Subsidiary,; provided that:‎ (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) such designation will be deemed made at that timeto 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 existing Indebtedness of any Obligor or its Restricted Subsidiaries held outstanding Investments owned by it such Unrestricted Subsidiary will be deemed incurred 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 that time, the lesser of (A) the ‎Fair Market Value of such Investments measured on the date of such designation and all Liens on property (B) the ‎Fair Market Value of any Obligor or its Restricted Subsidiaries held by it will be deemed incurred such Investments measured at that time;the time each such Investment was made ‎by such Unrestricted Subsidiary;‎ (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing transactions between it and any Obligor or any Restricted Subsidiary will at the time of such ‎designation would be deemed entered into at that time;permitted under Section 6.6; and‎ (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 no Default or Event of Default would be released; and (v) it will cease to be subject to the provisions of this Agreement as a Restricted Subsidiary.in existence following such designation.‎ (d) Upon an Any Unrestricted Subsidiary becoming, or being deemed to become, of the Issuer that has not been designated as a Restricted Subsidiary pursuant to Section 5.12(b), (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) if it is a Domestic Subsidiary and a Wholly-Owned Subsidiary of the Parent (unless it is foregoing shall remain 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 Unrestricted 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 the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors or chief financial officer of Parent may designate any Subsidiary of the Parent (other than than, after the consummation of a Holdco Transaction, the Borrower), including a newly acquired or created SubsidiarySubsidiary of Parent, to be an Unrestricted Subsidiary if it meets the following qualifications: (i) such Subsidiary does not own any Equity Interest of any Obligor Parent or any other Restricted SubsidiarySubsidiary of Parent; (ii) 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 (as determined by the Borrower in good faith) of all Investments of the Obligors and their 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 Guarantee or other credit support thereof by any Obligor Parent or any other Restricted Subsidiary of Parent is permitted under Section 6.01 6.1 or Section 6.066.7; (iv) none neither Parent nor any Restricted Subsidiary of the Obligors or their respective Restricted Subsidiaries 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 6.01 6.1 or Section 6.066.7; (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 Obligors Parent or their respective a Restricted SubsidiariesSubsidiary 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) 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 Parent may designate an 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. (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) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (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) 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 the designation and a certificate of an officer of the Parent 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 of the Parent Issuer (other than the Borrower), including a any existing Subsidiary and any newly acquired or created Subsidiary, newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary if it meets 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 following qualificationsIssuer 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) such the Subsidiary does not own any Equity Interest to be so designated has total consolidated assets of any Obligor $1,000 or any other Restricted Subsidiary;less; or (ii) the Parent if such Subsidiary has consolidated assets greater than $1,000, then such designation 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 6.01 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)3.4. (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 may designate an any Unrestricted Subsidiary to be a Restricted Subsidiary if Subsidiary; provided, however, that immediately after giving effect to such designation: (i) (A) the designation Issuer could Incur $1.00 of additional Indebtedness pursuant to the Interest Coverage Ratio test described under Section 3.3 or (B) the Interest Coverage Ratio for the Issuer and its Restricted Subsidiaries would not cause an 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 (ii) no Event of DefaultDefault will have occurred and be continuing. (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) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (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) 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 Issuer pursuant to Section 3.13(b) will be evidenced to the Administrative Agent Trustee by promptly filing with the Administrative Agent Trustee a copy of the resolutions resolution of the Board of Directors of the Issuer giving effect to the such designation and a certificate of an officer of the Parent Officer’s Certificate certifying that the such designation complied with the foregoing provisionsthis Section 3.13.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Management Board of Directors may designate any Subsidiary of the Parent (other than the Borrower)Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications: (i) such Subsidiary does not own any Equity Interest of any Obligor either Borrower or any other Restricted Subsidiary; (ii) the Parent either Borrower would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value Fair Market Value of all Investments of the Obligors and either Borrower or their Restricted Subsidiaries in such Subsidiary; (iii) any guarantee or other credit support thereof by any Obligor Borrowers or any other Restricted Subsidiary is permitted under Section 6.01 or Section 6.06; (iv) none neither of the Obligors or their respective Borrowers nor any Restricted Subsidiaries 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 6.06; (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) immediately after giving effect to such designation, Borrower shall be in compliance, on a pro forma basis, with the Financial Covenant for the Test Period then last ended (and, as a condition precedent to the effectiveness of any such designation, Administrative Borrower shall deliver to Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance); and (vivii) 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 a Borrower or their respective a Restricted SubsidiariesSubsidiary. 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 5.12(a)(i(a)(i), 5.12(a)(iii(a)(iii), 5.12(a)(iv(a)(iv) or 5.12(a)(vi(a)(vii) of this Section 5.12 5.13 will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in subsection (d). (ii) The Management Board of Directors may designate 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 Borrowers or any of their respective Restricted Subsidiaries therein (valued at the Borrower’s Borrowers’ proportional share of the fair market value Fair Market Value of its assets less liabilities) will be deemed made at that time; (ii) all existing Equity Interest or Indebtedness of any Obligor a Borrower or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred at that time, and all Liens on property of any Obligor a Borrower or its a Restricted Subsidiaries Subsidiary held by it will be deemed incurred at that time; (iii) all existing transactions between it and any Obligor either 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 Guaranty and the Pledge and Security Agreement 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) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b5.13(b), (i) all of its Indebtedness and Disqualified Equity Interests will be deemed incurred at that time for purposes of Section 6.01, but will not be considered the sale or issuance of Equity Interests for purposes of Section 6.08; (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 may be required to become a Guarantor pursuant to this AgreementSection 5.09; and (iv) it will thenceforward be subject to the provisions of this Agreement as a Restricted Subsidiary; and shall not subsequently be designated as an Unrestricted Subsidiary. (e) Any designation by the Management Board of Directors of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary after the Effective Closing Date will be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolutions of the Management Board of Directors giving effect to the designation and a certificate of an officer of the Parent Administrative Borrower certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board Unless designated as an Unrestricted Subsidiary on Schedule 8.12 as of Directors may designate the date hereof or thereafter, in compliance with Section 10.17(b) or (d), any Person that becomes a Subsidiary of the Parent Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (b) The Borrower may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary (other than the BorrowerOpCo), including a newly or to be formed or newly or to be acquired or created Subsidiary, to be as an Unrestricted Subsidiary if it meets the following qualifications: (i) prior, and immediately after giving effect, to such Subsidiary does not own any Equity Interest of any Obligor or any other Restricted Subsidiary; designation, neither a Default nor a Borrowing Base Deficiency would exist, (ii) the Parent would such designation is deemed to be permitted to make an Investment at the time of the designation in an Unrestricted Subsidiary in an amount equal to the aggregate fair market value of all Investments Fair Market Value as of the Obligors date of such designation of the Borrower’s and their its Restricted Subsidiaries Subsidiaries’ direct ownership interests in such Subsidiary; Subsidiary and such Investment would be permitted to be made at the time of such designation under Section 10.15 and (iii) any guarantee or other credit support thereof by any Obligor or any other Restricted Subsidiary is permitted under Section 6.01 or Section 6.06; (iv) none of the Obligors or their respective Restricted Subsidiaries has any obligation Borrower shall be in Pro Forma Compliance after giving effect 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. Except as provided in this Section 10.17(b), no Event of Default shall have occurred and be continuing or would result from such designation; and (vi) no Restricted 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). (bc) 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 Borrower may designate an any 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, immediately after giving effect to such designation, (i) all existing Investments the representations and warranties of the Obligors Borrower and their respective its Restricted Subsidiaries therein 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 (valued at 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’s proportional share 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 the lesser 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 the Borrower’s and its Restricted Subsidiaries held by it will be deemed incurred at that time, Subsidiaries’ direct ownership interests in such Subsidiary or the amount of the Borrower’s 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 Subsidiaries’ aggregate investment previously made for purposes of the limitation on Investments under Section 10.15. Upon the designation of an Unrestricted 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, all Investments previously made in such Unrestricted Subsidiary shall no longer be counted in determining any limitation on Investments under Section 10.15. (d) Upon Each Subsidiary of an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.12(b), (i) all of its Indebtedness will shall automatically 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) if it is a Domestic Subsidiary and a Wholly-Owned Subsidiary of the Parent (unless it is designated as 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 Unrestricted Subsidiary. (e) Any Upon designation by the Board of Directors of a Restricted Subsidiary as an Unrestricted Subsidiary or a Restricted in compliance with Section 10.17(b), (i) such Subsidiary after shall be automatically released from all obligations, if any, under the Effective Date will be evidenced Loan Documents, including the Guarantee and all other applicable Security Documents and (ii) all Liens granted pursuant to the Administrative Agent by promptly filing with Guarantee and all other applicable Security Documents on the Administrative Agent a copy of property of, and the resolutions of the Board of Directors giving effect to the designation and a certificate of an officer of the Parent certifying that the designation complied with the foregoing provisionsEquity Interests in, such Unrestricted Subsidiary shall be automatically released.