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

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

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

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

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

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

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

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

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

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

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

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default; provided that in no event shall there be any Unrestricted Subsidiaries on or immediately following the date of this Indenture. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company Issuer and its Restricted Subsidiaries in the Subsidiary so designated Unrestricted (after giving effect to any sale of Equity Interests of such Subsidiary in connection with such designation) will be treated as deemed to be an Investment made at as of the time of the such designation and will either reduce the amount available for Restricted Payments under Section 4.07(a4.11(a) or be a Permitted Investment, as applicable. The reduce the amount of all such outstanding available for future Investments will be the aggregate fair market value of such Investments at the time under one or more clauses of the designation. The definition of “Permitted Investments.” That designation will not shall only be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.094.10, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a an Event of Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments pursuant to Section 3.3 hereof or under Section 4.07(a) one or be a more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Issuer. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. The Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. Any designation of a Subsidiary of the Company Issuer as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with delivering to the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied complies with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.073.3 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under by Section 4.093.2 hereof, the Company shall Issuer will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.093.2 hereof (including pursuant to Section 3.2(b)(5) treating such redesignation as an acquisition for the purpose of such clause), calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding Any such designation by the foregoing, no Subsidiary of the Company Issuer shall be designated evidenced to the Trustee by delivering to the Trustee an Unrestricted Subsidiary during any Suspension PeriodOfficer’s Certificate certifying that such designation complies with the preceding conditions.

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

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance if that designation would otherwise comply with the definition provisions of “this Section 4.39. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary” if , the designation would not cause a Default. All aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) one or be a more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors of the Company giving effect to such designation and a certificate from an Officer’s Certificate Authorized Officer certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under by Section 4.094.08, the Company shall will be in default of the covenants described in such Section 4.09section. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that Subsidiary of the Company. Any such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1a) such Indebtedness is permitted under by Section 4.09, 4.08 calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference periodbasis; and (2b) no Event of Default or Unmatured Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board Borrower’s board of Directors directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All Any designation of a Restricted Subsidiary as an Unrestricted Subsidiary will be deemed to be a designation of each of such entity’s Subsidiaries as Unrestricted Subsidiaries. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company Borrower and its Restricted Subsidiaries in the Subsidiary designated an Unrestricted Subsidiary will be treated as deemed to be an Investment made at the time as of the tine of such designation and will either may reduce the amount available for Restricted Payments under Section 4.07(a) 6.10 or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time under one or more of the designationclauses of the definition of “Permitted Investments,” as determined by the Borrower. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an “Unrestricted Subsidiary. .” Any designation of a Subsidiary of the Company Borrower as an Unrestricted Subsidiary shall will be evidenced to the Trustee Administrative Agent by filing with delivery to the Trustee Administrative Agent a certified copy of the Board Resolution board resolution giving effect to such designation and an Officer’s Certificate a certificate of a Financial Officer certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted not prohibited by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period6.10.

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

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

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

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

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Issuer may designate any Restricted Subsidiary of the Issuer to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary of the Issuer is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will shall be treated as deemed to be an Investment made at as of the time of the designation and will either shall reduce the amount Cumulative Buildup Basket or amounts available for Restricted Payments under Section 4.07(a) one or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time more clauses of the designationdefinition of Permitted Investments or one or more clauses of Section 4.08(b) as determined by the Issuer. The That designation will not shall only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if (i) that redesignation would not cause a Default and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such redesignation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) under this Indenture. Any designation of a Subsidiary of the Company Issuer as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period4.08.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a an Event of Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments pursuant to Section 3.3 hereof or under Section 4.07(a) one or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time more clauses of the designationdefinition of “Permitted Investments,” as determined by the Company. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an “Unrestricted Subsidiary.” The Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with delivering to the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied complies with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.073.3 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under by Section 4.093.2 hereof, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.093.2 hereof (including pursuant to Section 3.2(b)(5) treating such redesignation as an acquisition for the purpose of such clause), calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; period and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of Any such designation by the Company shall be designated evidenced to the Trustee by delivering to the Trustee an Unrestricted Subsidiary during any Suspension PeriodOfficer’s Certificate certifying that such designation complies with the preceding conditions.

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

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

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

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

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

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

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

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

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

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

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at the time as of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the applicable Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted SubsidiarySubsidiary and if such Investment would be permitted at that time, either pursuant to (1) Section 1112 or (2) the definition of Permitted Investment. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the a Board Resolution of the Company giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.071112. If, at any time, any Unrestricted Subsidiary would fail to meet any the requirements of the requirements as an definition of “Unrestricted Subsidiary” set forth in Section 201 of this Supplemental Indenture, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this the Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.091111, the Company shall will be in default Default of such the covenant in Section 4.091111. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.091111, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

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

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

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

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

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Borrower Agent or any Parent Guarantor may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default or Event of Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company Parent Guarantors, the Borrower Agent and its their Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 10.01 hereof or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Borrower Agent. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a The Borrower Agent and the Parent Guarantors may not designate any Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee if such Restricted Subsidiary owns any ABL Priority Collateral, other than cash, or such Restricted Subsidiary is a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Restricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any other Indebtedness that contains the concept of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation“unrestricted subsidiaries”. Notwithstanding the foregoing, no Subsidiary of the Company shall Borrower may be designated as (or become) an Unrestricted Subsidiary during any Suspension PeriodSubsidiary.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a an Event of Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments pursuant to Section 3.3 hereof or under Section 4.07(a) one or be a more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. The Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause an Event of Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with delivering to the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied complies with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.073.3 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under by Section 4.093.2 hereof, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.093.2 hereof (including pursuant to Section 3.2(b)(5) treating such redesignation as an acquisition for the purpose of such clause), calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of Any such designation by the Company shall be designated evidenced to the Trustee by delivering to the Trustee an Unrestricted Subsidiary during any Suspension PeriodOfficer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors In addition to the Unrestricted Subsidiaries so designated as described below, the Company may designate any Restricted other Subsidiary to be an Unrestricted Subsidiary provided that the Company could make a Restricted Payment or Permitted Investment in accordance with an amount equal to the definition of “Unrestricted Subsidiary” if the designation would not cause a Default. All outstanding Investments owned Fair Market Value as determined in good faith by the Company and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment made at the time Board of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value Directors of such Investments at the time of the designation. The designation will not be permitted if Subsidiary pursuant to Section 4.10 and such Investment would not be permitted amount is thereafter treated as a Restricted Payment or Permitted Investment at that time and if such for the purpose of calculating the amount available in connection with Section 4.10. An Unrestricted Subsidiary may be designated as a Restricted Subsidiary does not otherwise meet if (i) all the definition Debt of such Unrestricted Subsidiary could be incurred pursuant to Section 4.09 and (ii) all the Liens on the Property and assets of such Unrestricted Subsidiary could be Incurred pursuant to Section 4.11. Unless so designated as an Unrestricted Subsidiary. Any designation of , any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary shall if (1) either of the requirements set forth in the immediately preceding paragraph will not be satisfied after giving pro forma effect to such classification, (2) if such Person is a Subsidiary of an Unrestricted Subsidiary or (3) unless the Company elects otherwise, such Subsidiary is formed and exists solely for the purpose of effecting a transaction or series of transactions otherwise permitted by this Indenture and such Subsidiary will be merged, consolidated, liquidated, dissolved, wound up or amalgamated into the Company or a Restricted Subsidiary within a reasonable period following consummation of such transaction or series of transactions. Any such designation of a Subsidiary as an Unrestricted Subsidiary (in addition to those Subsidiaries initially designated as Unrestricted Subsidiaries pursuant to the immediately following paragraph) or redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary by the Board of Directors of the Company will be evidenced to the Trustee by filing with delivery to the Trustee of a certified copy resolution of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary giving effect to be a Restricted Subsidiary; provided that such designation shall be deemed to be or redesignation and an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.Officers’ Certificate that:

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

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Issuers may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the designation would not cause a Default. All outstanding Investments owned by the Company and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment made at the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time designation complies with Section 4.05 and if such the Restricted Subsidiary does not to be so designated otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07preceding conditions. If, at any time, any Unrestricted Subsidiary would fail fails to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company an Issuer as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.04 hereof, the Company shall Issuers will be in default of such Section 4.09covenant. The Board of Directors of the Company Issuers may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall will be deemed to be an incurrence of Indebtedness or issuance of Preferred Stock or Disqualified Stock by a Restricted Subsidiary of the Company an Issuer of any outstanding Indebtedness Indebtedness, Preferred Stock or Disqualified Stock of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness Indebtedness, Preferred Stock or Disqualified Stock is permitted under Section 4.094.04 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference periodReference Period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

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

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

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

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments as described in Section 3.3 herein or under Section 4.07(a) one or be a more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. The Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied complies with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.073.3 herein. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under by Section 4.093.2 herein, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.093.2 herein (including pursuant to clause 5(ii) thereof treating such redesignation as an acquisition for the purpose of such clause), calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of Any such designation by the Company shall be designated evidenced to the Trustee by an Unrestricted Subsidiary during any Suspension PeriodOfficer’s Certificate certifying that such designation complies with the preceding conditions.

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

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted (after giving effect to any sale of Equity Interests of such Subsidiary in connection with such designation) will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to no longer meet any of the preceding requirements for designation as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (11)(a) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period or (b) the Company’s Fixed Charge Coverage Ratio is equal to or greater immediately following such designation than the Company’s Fixed Charge Coverage Ratio immediately preceding such designation, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the designation would not cause a Default. All outstanding Investments owned by the Company and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment made at the time of the designation Corporation’s existing Wholly-Owned Subsidiaries shall be “Restricted Subsidiaries” and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a any future Wholly-Owned Subsidiary of the Company as an Unrestricted Subsidiary Corporation shall be evidenced to the Trustee by filing with the Trustee become a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Restricted Subsidiary” and was permitted by Section 4.07. If, as at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, such time that it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by becomes a Restricted Wholly-Owned Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09Corporation. The Board of Directors of the Company may at Corporation shall not be permitted to designate any time existing or future Wholly-Owned Subsidiary of the Corporation as an “Unrestricted Subsidiary”. However, the Board of Directors of the Corporation shall be permitted to (1) designate any Unrestricted Subsidiary to be or any Subsidiary that is not a Wholly-Owned Subsidiary as a “Restricted Subsidiary; ”, provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of in an amount equal to the Company of any outstanding Indebtedness of such Unrestricted Subsidiary or Subsidiary that is not a Wholly-Owned Subsidiary, as applicable, and such designation shall only be permitted if (1a) such Indebtedness is permitted under Section 4.098.7, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2b) no Default or Event of Default would be in existence following such designation. Notwithstanding , or (2) subject to the foregoingfirst paragraph of Section 8.7, no designate any Restricted Subsidiary that is not a Wholly-Owned Subsidiary as an “Unrestricted Subsidiary” if, as at the time of such designation, (a) such designation would not cause a Default, and (b) after giving pro forma effect to such designation, (i) the sum, without duplication, of the Company EBITDA of the Corporation’s Unrestricted Subsidiaries, would not be greater than 10% of the EBITDA of the Corporation and its Subsidiaries, on a consolidated basis, and (ii) the sum, without duplication, of the total assets of the Corporation’s Unrestricted Subsidiaries, would not be greater than 10% of the total assets of the Corporation and its Subsidiaries, on a consolidated basis, all as shown on the most recent internal income statement and balance sheet of the Corporation; provided, however, that upon such designation the aggregate Fair Market Value of all outstanding Investments owned by the Corporation and its Restricted Subsidiaries in such Restricted Subsidiary shall be designated deemed to be an Investment made as of the time of the designation and shall reduce the amount available for Restricted Payments under Section 8.6 or under one or more clauses of the definition of “Permitted Investments”, as determined by the Corporation, and provided further that such designation shall only be permitted if the Investment would be permitted at that time and if such Restricted Subsidiary that is not a Wholly-Owned Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Restricted Subsidiary as an Unrestricted Subsidiary during shall be evidenced to the Debenture Trustees by filing with the Debenture Trustees a certified copy of a resolution of the Board of Directors of the Corporation giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted under Section 8.6. If, at any Suspension Periodtime, any Unrestricted Subsidiary would fail to meet the definition of an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Unrestricted Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 8.7, the Corporation shall be in default of such Section 8.7. Mediative G.P. Inc. and Mediative Performance L.P. shall be treated as “Unrestricted Subsidiaries” from and after the date of this Indenture. In the event Mediative G.P. Inc. and Mediative Performance L.P. become Wholly-Owned Subsidiaries of the Corporation, Mediative G.P. Inc. and Mediative Performance L.P. will, at such time, become Restricted Subsidiaries.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments as described in Section 3.3 herein or under Section 4.07(a) one or be a more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. The Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied complies with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted not prohibited by Section 4.073.3 herein. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under by Section 4.093.2 herein, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.093.2 herein (including pursuant to clause 5(ii) thereof treating such redesignation as an acquisition for the purpose of such clause), calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of Any such designation by the Company shall be designated evidenced to the Trustee by an Unrestricted Subsidiary during any Suspension PeriodOfficer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Company may designate (or re-designate) any Restricted Subsidiary (other than the Issuers) to be an Unrestricted Subsidiary at any time after the Issue Date if, immediately after giving effect to such designation, no Event of Default shall have occurred or be continuing; provided that as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in the Company or any Restricted Subsidiary (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary simultaneously with the aforementioned designation in accordance with the terms of this paragraph) or hold any Indebtedness of or any Lien on any property of the Company or the Restricted Subsidiaries. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, an Investment by the Company or other Restricted Subsidiary determined in accordance with clause (1) of the second paragraph of the definition of “Unrestricted SubsidiaryInvestments” if the designation would not cause a Default. All outstanding Investments owned by the Company and its Restricted Subsidiaries shall be deemed to be made in the designated Unrestricted Subsidiary will be treated as an Investment made at the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with delivering to the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied complies with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.093.3 hereof. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall will be deemed to be an incurrence of Indebtedness and an incurrence of Liens, as applicable, by a Restricted Subsidiary of the Company of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is and Liens are permitted under Section 4.093.2 hereof (including pursuant to Section 3.2(b)(5) treating such redesignation as an acquisition for the purpose of such clause) and Section 3.6, as applicable, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of Any such designation by the Company shall be designated evidenced to the Trustee by delivering to the Trustee an Unrestricted Subsidiary during any Suspension PeriodOfficer’s Certificate certifying that such designation complies with the preceding conditions.

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

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

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

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

Designation of Restricted and Unrestricted Subsidiaries. The Company's Board of Directors may designate any Restricted of its Subsidiaries, including any newly formed Subsidiary or any Person that will become a Subsidiary by way of acquisition, to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If any of the Company's Restricted Subsidiaries 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 newly designated Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the that designation and will either reduce the amount available for Restricted Payments under Section 4.07(a4.10(a) or be a 4.10(b) or reduce the amount available for future Investments under one or more clauses of the definition of "Permitted Investment, Investments," as applicablethe Company determines in its sole discretion. The amount of all such outstanding Investments will be the aggregate fair market value designation of such Investments a Subsidiary or Person as an "Unrestricted Subsidiary" will only be permitted if, in the case of a Restricted Subsidiary, the deemed Investment would be permitted at the time of the designation. The designation will not be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company is designated as an Unrestricted Subsidiary shall be evidenced to and, in any case, if that Subsidiary or Person otherwise satisfies the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions requirements set forth in the definition of “"Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. ." The Company's Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided Subsidiary if that such designation shall be deemed to be an incurrence of Indebtedness by would not cause a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension PeriodDefault.

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

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

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Subsidiary of the Company, including any Subsidiary previously designated as an Unrestricted Subsidiary, as a Restricted Subsidiary; PROVIDED, that a Restricted Subsidiary to be which has been designated as an Unrestricted Subsidiary in accordance with may not be designated as a Restricted Subsidiary before the definition of “date which is one year after the date such Restricted Subsidiary most recently became an Unrestricted Subsidiary” if . PROVIDED that the designation would not cause a Default. All outstanding Investments owned by Consolidated Net Worth of the Company and its the Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment made at the time of such designation is not less than $400,000,000 and shall not be reduced below $400,000,000 by such designation, the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount Board of all such outstanding Investments will be the aggregate fair market value of such Investments at the time Directors of the designation. The designation will not be permitted if such Investment would not be permitted Company may designate any Subsidiary of the Company, including any Subsidiary previously designated as a Restricted Payment or Permitted Investment at that time and Subsidiary, as an Unrestricted Subsidiary if such Restricted (a) the Subsidiary to be so designated does not otherwise meet own any Capital Stock or indebtedness of, or own or hold any Lien on any Property of, the definition Company or any Restricted Subsidiary, (b) the Subsidiary to be so designated is not obligated by any indebtedness or Lien that, if in default, would result (with the passage of time or notice or otherwise) in a default on any indebtedness of the Company or any Restricted Subsidiary, and (c) immediately after and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Unless so designated as an Unrestricted Subsidiary. Any designation of a , any Subsidiary of the Company will be classified as an Unrestricted Subsidiary a Restricted Subsidiary. Upon any such designation by the Board of Directors of the Company, the Company shall be evidenced promptly deliver to the Trustee by filing with the Trustee Agent a certified copy of the resolution of such Board Resolution giving effect to such designation and an Officer’s 's Certificate certifying that demonstrating (with applicable computations in reasonable detail) compliance by the Company and the Restricted Subsidiaries with the provisions of SECTIONS 9.6 AND 9.7 and this SECTION 9.17 after giving effect to such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” stating that, immediately after and was permitted by Section 4.07. Ifafter giving effect to such designation, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture there existed and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) exists no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension PeriodDefault.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary of the Company (other than Finance Corp. or the Operating Partnership) to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a DefaultDefault and, if after giving effect to such designation as if the same had occurred at the beginning of the applicable four-quarter period, the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09. All If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated Unrestricted Subsidiary will be treated as deemed to be either an Investment made at as of the time of the designation and that will either reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or be a represent Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not shall only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted the Subsidiary does not so designated otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

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

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” this Section 4.16 and was permitted by Section 4.074.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any the preceding requirements of the requirements this Section 4.16 as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; period and (2) no Default or Event of Default would be in existence immediately following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

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

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

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments as described in Section 3.3 herein or under Section 4.07(a) one or be a more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. The Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied complies with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.073.3 herein. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under by Section 4.093.2 herein, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.093.2 herein (including pursuant to clause 5(b) thereof treating such redesignation as an acquisition for the purpose of such clause), calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of Any such designation by the Company shall be designated evidenced to the Trustee by an Unrestricted Subsidiary during any Suspension PeriodOfficer’s Certificate certifying that such designation complies with the preceding conditions.

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

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

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, (i) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicable. The amount determined by the Company in its discretion and (ii) any Guarantee by the Company or any Restricted Subsidiary thereof of all such outstanding Investments any Indebtedness of the Restricted Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by the aggregate fair market value of Company or such Investments Restricted Subsidiary (or both, if applicable) at the time of the such designation. The That designation will not only be permitted if such the Investment and/or incurrence of Indebtedness would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.094.07 hereof. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation, and as a result of such designation. Notwithstanding the foregoing, no the Company may at any time and from time to time designate any Designated Entity, by written notice to the Trustee, as an Unrestricted Subsidiary, and any such Subsidiary shall upon such notice immediately be designated and deemed an Unrestricted Subsidiary, without any further action by the Company (and, for the avoidance of doubt, shall not require delivery of a resolution of the Company shall be designated Board of Directors or of an Officers’ Certificate) (each, a “Specified Unrestricted Subsidiary during any Suspension PeriodDesignation”). The aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in such Designated Entities so designated as Unrestricted Subsidiaries will, as calculated and to the extent permitted by clause (18) of the definition of Permitted Investments, be deemed to be an Investment made as of the time of such Specified Unrestricted Subsidiary Designation under such clause (18), and not reduce the amount available for Restricted Payments under Section 4.07 hereof.

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

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

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments as described in Section 3.3 or under Section 4.07(a) one or be a more clauses of the definition of Permitted Investment, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. The Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied complies with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.073.3. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred Incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred Incurred as of such date under by Section 4.093.2, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.093.2 (including pursuant to clause 5(b) thereof treating such redesignation as an acquisition for the purpose of such clause), calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of Any such designation by the Company shall be designated evidenced to the Trustee by an Unrestricted Subsidiary during any Suspension PeriodOfficer’s Certificate certifying that such designation complies with the preceding conditions.

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

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

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Issuer may designate any Restricted Subsidiary of the Issuer to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default or an Event of Default. All If a Restricted Subsidiary of the Issuer is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company Issuer and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under one or more clauses of Section 4.07(a) 4.06 hereof or be a under one or more clauses of the definition of “Permitted InvestmentInvestments”, as applicabledetermined by the Issuer. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not of the Issuer otherwise meet meets the definition of an “Unrestricted Subsidiary”. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary of the Issuer to be a Restricted Subsidiary if that redesignation would not cause a Default or an Event of Default. Any designation of a Subsidiary of the Company Issuer as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.06 hereof. If, at any time, any Unrestricted Subsidiary of the Issuer would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company Issuer as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.08 hereof, the Company shall Issuer will be in default of such Section 4.094.08. The Trustee shall have no obligation to monitor the status of any such Subsidiary or whether a Default or Event of Default exists at such time as a Subsidiary shall cease to be Unrestricted Subsidary. The Board of Directors of the Company Issuer may at any time designate any Unrestricted Subsidiary of the Issuer to be a Restricted SubsidiarySubsidiary of the Issuer; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if if: (1) such Indebtedness is permitted under Section 4.094.08 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

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

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

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

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

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

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

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, (i) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or be a under one or more clauses of the definition of Permitted InvestmentInvestments, as applicable. The amount determined by the Company in its discretion and (ii) any Guarantee by the Company or any Restricted Subsidiary thereof of all such outstanding Investments any Indebtedness of the Restricted Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by the aggregate fair market value of Company or such Investments Restricted Subsidiary (or both, if applicable) at the time of the such designation. The That designation will not only be permitted if such the Investment and/or incurrence of Indebtedness would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.094.07 hereof. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following following, and as a result of, such designation. Notwithstanding the foregoing, no the Company may at any time and from time to time designate any Designated Entity, by written notice to the Trustee, as an Unrestricted Subsidiary, and any such Subsidiary shall upon such notice immediately be designated and deemed an Unrestricted Subsidiary, without any further action by the Company (and, for the avoidance of doubt, shall not require delivery of a resolution of the Company shall be designated Board of Directors or of an Officers’ Certificate) (each, a “Specified Unrestricted Subsidiary during any Suspension PeriodDesignation”). The aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in such Designated Entities so designated as Unrestricted Subsidiaries will, as calculated and to the extent permitted by clause (20) of the definition of Permitted Investments, be deemed to be an Investment made as of the time of such Specified Unrestricted Subsidiary Designation under such clause (20), and not reduce the amount available for Restricted Payments under Section 4.07 hereof.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default or an Event of Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be either an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or be represent a Permitted InvestmentInvestment under one or more clauses of the definition of Permitted Investments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default or an Event of Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board Resolution of Directors giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.074.07 hereof. In the case of any designation by the Company of a Person as an Unrestricted Subsidiary on the first day that such Person is a Subsidiary of the Company in accordance with the provisions of this Indenture, such designation shall be deemed to have occurred for all purposes of this Indenture simultaneously with, and automatically upon, such Person becoming a Subsidiary. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.094.09 hereof, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1a) such Indebtedness is permitted under Section 4.094.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2b) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing; provided, no further, that (i) upon a redesignation of an Unrestricted Subsidiary of as a Restricted Subsidiary, the Company shall be designated deemed to continue to have a permanent Investment in such Subsidiary at the time of redesignation in an amount (if positive) equal to (x) the Company’s Investment in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation, and (ii) any property transferred to or from an Unrestricted Subsidiary during shall be valued at its Fair Market Value (as determined in good faith by the Company) at the time of such transfer. Neither the Company nor any Suspension PeriodRestricted Subsidiary will transfer the ownership of any intellectual property that is material to the Company and its Restricted Subsidiaries taken as a whole to an Unrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Company may designate any Subsidiary to be a Restricted Subsidiary and may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with by giving written notice to each holder of Notes that the definition of “Unrestricted Subsidiary” if the designation would not cause a Default. All outstanding Investments owned by the Company and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment made at the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company has made such designation, provided, however, that no Subsidiary may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by designated a Restricted Subsidiary and no Restricted Subsidiary may be designated an Unrestricted Subsidiary unless, at the time of such action and after giving effect thereto, (a) solely in the case of a Restricted Subsidiary being designated an Unrestricted Subsidiary, such Restricted Subsidiary being designated an Unrestricted Subsidiary shall not have any continuing Investment in the Company of or any outstanding Indebtedness of such Unrestricted other Restricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2b) no Default or Event of Default would shall have occurred and be in existence following such designation. Notwithstanding continuing (provided that, after the foregoingRelease Date until the New Security Date, no Subsidiary with respect to Section 10.1, calculation of compliance therewith shall be made as of the Company shall be 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 which has been designated an Unrestricted Subsidiary during and which has then been redesignated a Restricted Subsidiary, in each case in accordance with the provisions of the first sentence of this Section 10.12, shall not at any Suspension Periodtime 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 10.12, shall not at any time thereafter be redesignated a Restricted Subsidiary without the prior written consent of the Required Holders.

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

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the that designation would not cause a Default. All If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments as described in Section 3.3 herein or under Section 4.07(a) one or be a more clauses of the definition of Permitted InvestmentInvestments, as applicabledetermined by the Company. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The That designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an Unrestricted Subsidiary. The Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied complies with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.073.3 herein. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under by Section 4.093.2 herein, the Company shall will be in default of such Section 4.09covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.093.2 herein (including pursuant to clause 5(b) thereof treating such redesignation as an acquisition for the purpose of such clause), calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of Any such designation by the Company shall be designated evidenced to the Trustee by an Unrestricted Subsidiary during any Suspension PeriodOfficer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the such designation would not cause an Event of Default described in clauses (1), (2), (7) or (8) of Section 6.01(a). If a Default. All Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be treated as deemed to be an Investment made at as of the time of the designation and will either reduce the amount available for Restricted Payments pursuant to Section 3.03 hereof or under Section 4.07(a) one or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time more clauses of the designationdefinition of “Permitted Investments,” as determined by the Issuer. The Such designation will not only be permitted if such the Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such the Restricted Subsidiary does not otherwise meet meets the definition of an “Unrestricted Subsidiary.” The Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if such redesignation would not cause an Event of Default. Any designation of a Subsidiary of the Company Issuer as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with delivering to the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied complies with the foregoing preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted not prohibited by Section 4.073.03 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness and Liens of such Subsidiary shall will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is or Liens are not permitted to be incurred as of such date under by Section 4.093.02 or Section 3.06 hereof, the Company shall Issuer will be in default of such Section 4.09covenant. The Board of Directors of the Company Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Company of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.093.02 hereof (including pursuant to Section 3.02(b)(5) treating such redesignation as an acquisition for the purpose of such clause) and Section 3.06 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period; and (2) no Default or Event of Default described in clauses (1), (2), (7) or (8) of Section 6.01(a) would be in existence following such designation. Notwithstanding Any such designation by the foregoing, no Subsidiary of the Company Issuer shall be designated evidenced to the Trustee by delivering to the Trustee an Unrestricted Subsidiary during any Suspension PeriodOfficer’s Certificate certifying that such designation complies with the preceding conditions.

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

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