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

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise 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 that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under pursuant to Section 3.3 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerBorrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a an Event of Default. (b) Any designation of a Subsidiary of the Issuer Borrower as an Unrestricted Subsidiary will be evidenced to the Trustee Administrative Agent by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.27.06. (c) The Board of Directors of the Issuer Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer Borrower shall be evidenced to the Trustee Administrative Agent by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditionscondition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary of the Issuer to be an Unrestricted Subsidiary if: (a) the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Issuer or any other Restricted Subsidiary, (b) immediately before and after such designation, no Event of Default shall have occurred and be continuing, and (c) any of the following: (i) the Subsidiary to be so designated has total assets of $1,000 or less, or (ii) if that the Subsidiary has consolidated assets greater than $1,000, then the designation would not cause a Defaultbe permitted under Section 4.05. If a Restricted Subsidiary is Unless so designated as an Unrestricted Subsidiary, the aggregate fair market value any Person that becomes a Subsidiary of all outstanding Investments owned by the Issuer and its will be classified as a Restricted Subsidiaries in Subsidiary; provided, however, that the Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Person is a Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Except as provided in the first sentence of the preceding paragraph, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition, neither the Issuer nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary in existence and classified as an Unrestricted Subsidiary at the time the Issuer or the Restricted Subsidiary is liable for that Debt (including any right to take enforcement action against that Unrestricted Subsidiary). The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiaryif, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated immediately after giving effect on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.designation,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. . (b) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.08 or under one or more clauses of the definition of “Permitted Investments, ,” as determined by the Issuer. That The designation of a Restricted Subsidiary as an Unrestricted Subsidiary will only be permitted if the deemed Investment resulting from such designation would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. . (c) The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (bd) Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.08. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.06, the Issuer will be in default of such Section 3.2. (c) 4.06. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1i) such Indebtedness is permitted under Section 3.2 4.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If Subject to the preceding sentence, if a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) unrestricted will be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 3.3 4.3 or qualify as a Permitted Investment under one or more clauses of the definition of Permitted Investmentsthat term, as determined by the Issuer. That ; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer Parent giving effect to such designation and an Officer’s Certificate officers’ certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.24.2, the Issuer will be in default of Section 3.2such covenant. (c) The Board of Directors of the Issuer Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 4.2, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; Reference Period, and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary (other than the Co-Issuer) if that designation would not cause a an Event of Default. If a Restricted Subsidiary (other than the Co-Issuer) is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise 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 that redesignation would not cause a an Event of Default. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 (including pursuant to Section 3.2(b)(5) treating such redesignation as an acquisition for the purpose of such clause (5)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall there be any Unrestricted Subsidiaries on or immediately following the date of this Indenture. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted (after giving effect to any sale of Equity Interests of such Subsidiary (as determined in good faith by the Board of Directors of the Issuerconnection with such designation) will be deemed to be an Investment made as of the time of the such designation and will either reduce the amount available for Restricted Payments under Section 3.3 4.11(a) or reduce the amount available for future Investments under one or more clauses of the definition of “Permitted Investments, as determined by the Issuer. .” That designation will shall only be permitted if the such Investment would be permitted at that time and if the such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 3.2 4.10, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) 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 if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by Parent, the Issuer and its Parent's Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will shall be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.07 or under one or more clauses of the definition of "Permitted Investments", as determined by the Issuer. That designation will only be permitted if the such Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer Parent as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers' Certificate certifying that such designation complies complied with the conditions specified in clauses (1) to (4) of the definition of "Unrestricted Subsidiary" and was permitted under Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding conditionsrequirements specified in clauses (1) to (4) of the definition of "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 Parent as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Issuer will be in default of such covenant. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted 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 Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if that it meets the following qualifications and the designation would not cause a Default. If : (1) Such Subsidiary does not own any Capital Stock of the Company or any Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated or hold any Indebtedness of, or any Lien on any property of, the Company or any Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated. (2) At the time of the designation, the designation would be permitted under Section 3.3 or as a Permitted Investment. (3) To the extent the Indebtedness of the Subsidiary is not non-recourse with respect to the Company or any Restricted Subsidiary (except for Securitization Repurchase Obligations), any Guarantee or other credit support thereof by the Company or any Restricted Subsidiary is permitted under Section 3.2 or Section 3.3 (4) The Subsidiary is not party to any transaction or arrangement with the Company or any Restricted Subsidiary that would not be permitted under Section 3.8. (5) Neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results, except to the extent permitted by Section 3.2 or Section 3.3. Once so designated as the Subsidiary will remain an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the subject to paragraph (b). (1) A Subsidiary previously designated as to be an Unrestricted Subsidiary which fails to meet the qualifications set forth in paragraph (as determined in good faith by the Board of Directors of the Issuera) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted become at that time and if a Restricted Subsidiary, subject to the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. consequences set forth in paragraph (d). (2) The Board of Directors of the Issuer may redesignate any designate an Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation the designation would not cause a Default. (bc) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (1) all existing Investments of the Company and the Restricted Subsidiaries therein (valued at the Company’s proportional share of the fair market value of its assets less liabilities) will be deemed to have been made at that time; (2) all existing transactions between it and the Company or any Restricted Subsidiary will be deemed to have been entered into at that time; (3) it is released at that time from its Note Guarantee, if any; and (4) it will cease to be subject to the provisions of this Indenture as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary, (1) all of its Indebtedness and Disqualified or Preferred Stock will be deemed to be Incurred at that time for purposes of Section 3.2, but will not be considered the sale or issuance of Equity Interests for purposes of Section 3.3; (2) Investments therein previously charged under Section 3.3 will be credited thereunder; (3) it may be required to issue a Note Guarantee pursuant to Article X; and (4) it will thenceforward be subject to the provisions of this Indenture as a Restricted Subsidiary. (e) Any designation by the Board of Directors of a Subsidiary of the Issuer as an a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Issuer giving effect to such the designation and an Officer’s Certificate certifying that such the designation complies complied with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2foregoing provision. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Parent may designate any Restricted Subsidiary (other than the Issuer or any successor to the Issuer) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Parent and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.07 or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerParent. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer Parent as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a copy of a resolution of the Board of Directors of the Issuer Parent giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.07. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.09, the Issuer Parent will be in default Default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under Section 3.2 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under pursuant to Section 3.3 hereof or under one or more clauses of the definition of “Permitted Investments, ,” as determined by the IssuerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary. .” The Board of Directors of the Issuer Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a an Event of Default. (b) . Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with delivering to the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.33.3 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under by Section 3.23.2 hereof, the Issuer Company will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 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 applicable reference period; period and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer Company shall be evidenced to the Trustee by filing with delivering to the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary of the Issuer to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Issuer is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will shall be deemed to be an Investment made as of the time of the designation and will shall reduce the amount Cumulative Buildup Basket or amounts available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, Investments or one or more clauses of Section 4.08(b) as determined by the Issuer. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The 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. Default and (bii) 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 Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditionsconditions and was permitted by Section 4.08.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Parent Guarantor may designate any Restricted Subsidiary (other than the Company and other than as set forth in clause (b) below) to be an Unrestricted Subsidiary if provided that any such designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Parent Guarantor and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section pursuant to SECTION 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerParent Guarantor. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer Parent Guarantor may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if provided that any such redesignation would not cause a Default. Notwithstanding anything to the contrary contained herein, the Parent Guarantor may not designate the Company as an Unrestricted Subsidiary. (b) No Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary or any of its Subsidiaries owns any Broadcast Licenses, Broadcast Stations or material intellectual property or other material property or assets necessary at such time to the operation of the business of the Parent Guarantor and its Restricted Subsidiaries, and no Unrestricted Subsidiary may own Capital Stock, or hold Indebtedness, of the Parent Guarantor, the Company or any Restricted Subsidiary. (c) Any designation of a Subsidiary of the Issuer Parent Guarantor as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section SECTION 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Parent Guarantor as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section SECTION 3.2, the Issuer Parent Guarantor will be in default of Section SECTION 3.2. (cd) The Board of Directors of the Issuer Parent Guarantor may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerParent Guarantor; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Parent Guarantor of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section SECTION 3.2 (including pursuant to clause (b)(5) thereof treating such redesignation as an acquisition for the purposes of such clause), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer Parent Guarantor shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Ultimate Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by any New Parent, the Issuer Parent, the Company and its their Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.13(a) hereof or under one or more clauses of the definition of “Permitted Investments, ,” as determined by the IssuerUltimate Parent. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary. The Board of Directors .” As of the Issuer may redesignate any Unrestricted Subsidiary to Issue Date, all Subsidiaries of the Parent and the Company will be a Restricted Subsidiary if that redesignation would not cause a DefaultSubsidiaries. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary and will be deemed as of the date of such failure to be a Restricted Subsidiary for purposes of this Indenture and Indenture. In that event, any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a such Restricted Subsidiary of any New Parent, the Issuer Parent or the Company as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.14, the Issuer Parent, the Company or both of them, as the case may be, will be in default Default of Section 3.2such covenant. (c) The Board of Directors of the Issuer Ultimate Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerUltimate Parent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Ultimate Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 4.14 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. . (d) Any such change in the designation of a Subsidiary of the Ultimate Parent as an Unrestricted Subsidiary or as a Restricted Subsidiary, as the case may be, will be evidenced by the Board of Directors of the Issuer shall be evidenced Ultimate Parent to the Trustee by filing with the Trustee a certified copy of a resolution of the its Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditionsand was permitted by this Section 4.21.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary (other than a Subsidiary specified in clause (4) of the definition of Unrestricted Subsidiary), the aggregate fair market net book value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.05 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) . Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary (other than a Subsidiary specified in clause (4) of the definition of Unrestricted Subsidiary) will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.05 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.07, the Issuer will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) (x) the Issuer could incur such Indebtedness is permitted under pursuant to the Fixed Charge Coverage Ratio test described in Section 3.2 calculated 4.07(a), or (y) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis as if taking into account such designation had occurred at the beginning of the applicable reference perioddesignation; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer General Partner may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the such designation and will reduce the amount available for Restricted Payments under Section 3.3 4.08(a), or under one or more clauses of the definition of represent Permitted Investments, as determined by applicable. All such outstanding Investments will be valued at their fair market value at the Issuertime of such designation. That designation will only be permitted if the Investment such Restricted Payment or Permitted Investments would be permitted under this Indenture at that time and if the such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board All Subsidiaries of Directors of the Issuer may redesignate any an Unrestricted Subsidiary to shall also be Unrestricted Subsidiaries. Upon the designation of a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of is a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements Guarantor as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness the Guarantee of such Subsidiary will entity shall be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2automatically released. (cb) The Board of Directors of the Issuer General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Company of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will shall only be permitted if (1i) such Indebtedness is permitted under Section 3.2 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference periodperiod and Section 4.10; and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by During any period when covenants are suspended pursuant to Section 4.20, the Board Issuers will not be permitted to designate or redesignate any of Directors of the Issuer shall be evidenced their Subsidiaries pursuant to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditionsthis Section 4.14.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise 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 that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary and any newly acquired or newly formed Subsidiary to be an Unrestricted Subsidiary if that Subsidiary; provided that: (a) such designation would not cause a Default; (b) such Subsidiary has no Indebtedness other than Qualified Non-Recourse Debt; (c) such Subsidiary does not own any Capital Stock or Indebtedness of or own or hold any lien on any Property of the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; and (d) such Subsidiary is not a Significant Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.15 or under one or more clauses of the definition of Permitted InvestmentsInvestment, as determined by the IssuerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution certified copy of the a Board of Directors of the Issuer Resolution giving effect to such designation and an Officer’s Officers’ Certificate certifying that (a) such designation complies complied with the preceding conditions and (b) was permitted by Section 3.34.15 and giving the effective date of such designation, such filing with the Trustee to occur within 75 days after the end of the fiscal quarter of the Company in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the fiscal year, within 120 days after the end of such fiscal year). If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer Company as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) date. The Board of Directors of the Issuer may at any time designate designate, or redesignate, any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerCompany (with delivery of an Officers’ Certificate to the Trustee); provided that such designation designation, or redesignation, will be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation designation, or redesignation, will only be permitted if (1a) such Indebtedness is permitted under Section 3.2 4.12, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; Reference Period and (2b) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditionsor redesignation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary (other than the Co-Issuer) if that designation would not cause a Default. If a Restricted Subsidiary (other than the Co-Issuer) is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise 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 that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to either be an Investment made as a “Restricted Payment” as of the time of the designation and that will reduce the amount available for Restricted Payments under Section 3.3 4.07(a) or represent a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined in good faith by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.07. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.09, the Issuer will be in default of Section 3.2. (c) 4.09. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 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 applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of any New Parent or the Issuer Company, whichever entity is then the ultimate parent company, may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by such New Parent, the Issuer Company and its their Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.13(a) hereof or under one or more clauses of the definition of “Permitted Investments, ,” as determined by such New Parent or the IssuerCompany, as the case may be. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary. The Board of Directors .” As of the Issuer may redesignate any Unrestricted Subsidiary to Issue Date, all Subsidiaries of the Company will be a Restricted Subsidiary if that redesignation would not cause a DefaultSubsidiaries. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary and will be deemed as of the date of such failure to be a Restricted Subsidiary for purposes of this Indenture and Indenture. In that event, any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a such Restricted Subsidiary of any such New Parent or the Issuer Company as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.14, such New Parent, the Issuer Company or both of them, as the case may be, will be in default Default of Section 3.2such covenant. (c) The Board of Directors of a New Parent or the Issuer Company, whichever entity is then the ultimate parent company, may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of such New Parent or the IssuerCompany, as the case may be; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of such New Parent or the Issuer Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 4.14 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. . (d) Any such change in the designation by of a Subsidiary of a New Parent or the Board of Directors of Company as an Unrestricted Subsidiary or as a Restricted Subsidiary, as the Issuer shall case may be, will be evidenced by such New Parent or the Company, whichever entity is then the ultimate parent company, to the Trustee by filing with the Trustee a certified copy of a resolution of the its Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditionsand was permitted by this Section 4.21.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Borrower Agent or any Parent Guarantor may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Parent Guarantors, the Borrower Agent and its their Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 10.01 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerBorrower Agent. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Borrower Agent and the Issuer Parent Guarantors may redesignate not designate any Restricted Subsidiary as an Unrestricted Subsidiary to be a if such Restricted Subsidiary if owns any ABL Priority Collateral, other than cash, or such Restricted Subsidiary is a “Restricted Subsidiary” for purposes of any other Indebtedness that redesignation would not cause a Defaultcontains the concept of “unrestricted subsidiaries”. Notwithstanding the foregoing, no Borrower may be designated as (or become) an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of a Parent Guarantor or the Issuer Borrower Agent as an Unrestricted Subsidiary will be evidenced to the Trustee Administrative Agent by filing with delivering a certificate of a Responsible Officer of the Trustee Borrower Agent certifying (i) that attached thereto is a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying (ii) that such designation complies complied with the preceding conditions and was permitted by Section 3.36.01 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Agreement and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Borrower Agent as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.26.03 hereof, the Issuer Borrower Agent will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer Borrower Agent or any Parent Guarantor may at any time designate any Unrestricted Subsidiary (other than a Subsidiary that was previously a Restricted Subsidiary and designated as an Unrestricted Subsidiary pursuant to Section 9.12(a)) to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Borrower Agent of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1i) such Indebtedness is permitted under Section 3.2 6.03 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary of the Issuer (other than the Guarantor) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuerdesignation. That designation will only be permitted only if the Investment would be permitted at that time under Section 4.2 hereof and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.” (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.3conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted only if (1i) such Indebtedness is permitted under Section 3.2 4.3 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; period and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Casella may designate (a "DESIGNATION") any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation such Designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Casella and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation such Designation and will reduce the amount available for Restricted Payments under the first paragraph of Section 3.3 4.11 or under one or more clauses of the definition of for Permitted Investments, as determined by applicable. All such outstanding Investments will be valued at their fair market value at the Issuertime of such Designation in accordance with the provisions of the second to last paragraph of Section 4.11. That designation Such Designation will only be permitted only if the such Investment would be permitted a Permitted Investment or otherwise would at that the time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiarysuch Designation not be prohibited under Section 4.11. The Board of Directors of the Issuer Casella may redesignate revoke any Designation of a Subsidiary of Casella as an Unrestricted Subsidiary (a "REVOCATION"); PROVIDED that (a) no Default exists at the time of or after giving effect to be a Restricted Subsidiary if that redesignation would not cause a Default.such Revocation; and (b) Any designation all Liens and Indebtedness of a Subsidiary of the Issuer as an such Unrestricted Subsidiary will outstanding immediately after such Revocation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) for all purposes of this Indenture. Any such Designation or Revocation by the Board of Directors of Casella after the Issue Date shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Issuer Casella giving effect to such designation Designation or Revocation and an Officer’s Officers' Certificate certifying that such designation complies Designation or Revocation complied with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2foregoing provisions. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions of this Section 4.17 and was permitted by Section 3.34.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements of this Section 4.17 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 incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.09 hereof, the Issuer will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) (x) the Issuer could incur such Indebtedness is permitted under pursuant to the Fixed Charge Coverage Ratio test described in Section 3.2 calculated 4.09(a) hereof, or (y) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis as if taking into account such designation had occurred at the beginning of the applicable reference perioddesignation; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise 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 that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) the Incurrence of such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under pursuant to Section 3.3 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a an Event of Default. (b) . Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with delivering to the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.33.3 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under by Section 3.23.2 hereof, the Issuer will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 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 applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with delivering to the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer ION may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer ION and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 the covenant described above under the caption “Certain Covenants—Restricted Payments” or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerION. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer ION may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default or Event of Default. (b) . Any designation of a Subsidiary of the Issuer ION as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate officers’ certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.3the covenant described above under the caption “—Restricted Payments.” In the case of any designation by ION of a Person as an Unrestricted Subsidiary on the first day that such Person is a Subsidiary of ION in accordance with the provisions of the New Second Lien Convertible Notes Indenture, such designation shall be deemed to have occurred for all purposes of the New Second Lien Convertible Notes Indenture simultaneously with, and automatically upon, such Person becoming a Subsidiary. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this the New Second Lien Convertible Notes Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer ION as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.2, the Issuer covenant described under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock,” ION will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer ION may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerION; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer ION of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any ; provided, further, that (i) upon a redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, ION shall be deemed to continue to have a permanent Investment in such designation Subsidiary at the time of redesignation in an amount (if positive) equal to (x) ION’s Investment in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to ION’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 shall be valued at its Fair Market Value (as determined in good faith by the Board Company) at the time of Directors such transfer. Neither ION nor any Restricted Subsidiary will transfer the ownership of the Issuer shall be evidenced any intellectual property that is material to the Trustee by filing with the Trustee ION and its Restricted Subsidiaries taken as a certified copy of a resolution of the Board of Directors of the Issuer giving effect whole (“Material Intellectual Property”) to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditionsUnrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of Designate any Subsidiary as an Unrestricted Subsidiary; provided that the Issuer Borrower may designate any Restricted create a Subsidiary after the Closing Date to be designated an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default; provided further that in no event will OpCo, any Subsidiary of OpCo or any business operated by OpCo at any time be transferred to, held by or designated as an Unrestricted Subsidiary. If a Restricted Subsidiary is created after the Closing Date and designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Borrower and its Restricted Subsidiaries in the such Subsidiary properly designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 7.6 hereof or under one or more clauses clause (xii) of the definition of Permitted Investments, Investments calculated on a pro forma basis as determined by if such designation had occurred at the Issuerbeginning of the four quarter reference period. That designation will only be permitted only if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Additionally, the Issuer Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that the redesignation would not cause a Default. (b) Any designation Default or Event of a Subsidiary Default hereunder; provided that any outstanding Indebtedness of the Issuer as an such Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Borrower and will reduce the amount available for Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 7.2 hereof calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if: (a) the Subsidiary to be so designated does not own any Equity Interests or Debt of, or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary, and (b) any of the following: (1) the Subsidiary to be so designated has total assets of $1,000 or less, or (2) if that the Subsidiary has consolidated assets greater than $1,000, then the designation would not cause a Defaultbe permitted under Section 4.05. If a Restricted Subsidiary is Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the aggregate fair market value of all outstanding Investments owned by the Issuer and its Company will be classified as a Restricted Subsidiaries in Subsidiary; provided, however, that the Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would requirements set forth in the second immediately following paragraph will not be permitted at that time and satisfied after giving pro forma effect to the classification or if the Restricted Person is a Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Except as provided in the first sentence of the preceding paragraph, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition, neither the Company nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary in existence and classified as an Unrestricted Subsidiary at the time the Company or the Restricted Subsidiary is liable for that Debt (including any right to take enforcement action against that Unrestricted Subsidiary). The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiaryif, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated on a immediately after giving pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced effect to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.designation,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under as described in Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer Company giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3, other than Section 3.3(b)(16). If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer Company as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under by Section 3.23.2 herein, the Issuer Company will be in default of Section 3.2. (c) . The Board of Directors of the Issuer Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerCompany; provided that such designation will be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 3.2, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following before or after such designation. Any such designation by the Board of Directors of the Issuer Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer Company giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary of the Issuer to be an Unrestricted Subsidiary if that designation would not cause a Default or an Event of Default. If a Restricted Subsidiary of the Issuer is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under one or more clauses of Section 3.3 4.06 hereof or under one or more clauses of the definition of “Permitted Investments”, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary of the Issuer otherwise 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. (b) . Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.06 hereof. If, at any time, any Unrestricted Subsidiary of the Issuer 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 incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.08 hereof, the Issuer will be in default of such Section 3.2. (c) 4.08. 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 Issuer may at any time designate any Unrestricted Subsidiary of the Issuer to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if if: (1) such Indebtedness is permitted under Section 3.2 4.08 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event will the business currently operated by the Issuer be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Restricted Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) . Any designation of a Subsidiary of the Issuer Company, Xxxxxxx Corp. or a Subsidiary of Xxxxxxx Corp. as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Unrestricted Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Company as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.09 hereof, the Issuer Company will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under as described in Section 3.3 or under one or more clauses of the definition of Permitted InvestmentsInvestment, as determined by the IssuerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) . Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under by Section 3.2, the Issuer Company will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 (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 applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted (after giving effect to any sale of Equity Interests of such Subsidiary (as determined in good faith by the Board of Directors of the Issuerconnection with such designation) will be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 3.3 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) . Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to no longer meet the preceding requirements for designation 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 incurred by a Restricted Subsidiary of the Issuer Company as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.09 hereof, the Issuer Company will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerCompany; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (11)(a) such Indebtedness is permitted under Section 3.2 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period 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. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be either an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.07 hereof or represent a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by the IssuerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default or an Event of Default. (b) . Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.07 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 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 incurred by a Restricted Subsidiary of the Issuer Company as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.09 hereof, the Issuer Company will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerCompany; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1a) such Indebtedness is permitted under Section 3.2 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2b) no Default or Event of Default would be in existence following such designation. Any ; provided, further, that (i) upon a redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent Investment in such designation 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 shall be valued at its Fair Market Value (as determined in good faith by the Board Company) at the time of Directors such transfer. Neither the Company nor any Restricted Subsidiary will transfer the ownership of the Issuer shall be evidenced any intellectual property that is material to the Trustee by filing with the Trustee Company and its Restricted Subsidiaries taken as a certified copy of a resolution of the Board of Directors of the Issuer giving effect whole to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditionsUnrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that such designation would not cause a Defaultan Event of Default described in clauses (1), (2), (7) or (8) of Section 6.01(a). If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under pursuant to Section 3.3 3.03 hereof or under one or more clauses of the definition of “Permitted Investments, ,” as determined by the Issuer. That Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary. .” The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that such redesignation would not cause a an Event of Default. (b) . Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with delivering to the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted not prohibited by Section 3.33.03 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness and Liens of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is or Liens are not permitted to be Incurred incurred as of such date under by Section 3.23.02 or Section 3.06 hereof, the Issuer will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 3.02 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 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. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with delivering to the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Holdings may designate any Restricted Subsidiary of Holdings (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a DefaultDefault or Event of Default and the other requirements for such designation prescribed in the definition of “Unrestricted Subsidiary” are satisfied. If a Restricted Subsidiary of Holdings is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Holdings and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph of Section 3.3 8.01 or under one or more clauses of the definition of represent Permitted Investments, as determined by the IssuerHoldings. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer Holdings may at any time designate any Unrestricted Subsidiary of Holdings to be a Restricted Subsidiary of the Issuer; Holdings, provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Holdings of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 8.03, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; , and (2) no Default (other than a Reporting Default) or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerBorrower in its discretion. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) . Any designation of a Subsidiary of the Issuer Borrower as an Unrestricted Subsidiary will be evidenced to the Trustee Administrative Agent by filing with sending to the Trustee Administrative Agent a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate officers’ certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.3conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerBorrower; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following following, and as a result of, such designation. Any Notwithstanding the foregoing, the Borrower may at any time and from time to time designate any Designated Entity, by written notice to the Administrative Agent, as an Unrestricted Subsidiary, and any such designation Subsidiary shall upon such notice immediately be designated and deemed an Unrestricted Subsidiary, without any further action by the Board Borrower (and, for the avoidance of Directors of the Issuer doubt, shall be evidenced to the Trustee by filing with the Trustee a certified copy not require delivery of a resolution of the Board of Directors or of an officers’ certificate) (each, a “Specified Unrestricted Subsidiary Designation”). The aggregate Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in such Designated Entities so designated as Unrestricted Subsidiaries will, as calculated and to the extent permitted by clause (s) of the Issuer giving effect definition of Permitted Investments, be deemed to be an Investment made as of the time of such designation and an Officer’s Certificate certifying that Specified Unrestricted Subsidiary Designation under such designation complies with the preceding conditionsclause (s).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) . Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.33.3 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Company as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under by Section 3.23.2 hereof, the Issuer Company will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerCompany; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 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 applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be Unless designated as an Unrestricted Subsidiary if under the Prepetition Credit Agreement as of the Petition Date, any Person that designation would not cause is or becomes a Default. If Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (b) No Restricted Subsidiary is may be designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise 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 that redesignation would not cause a Default. (bc) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as for an Unrestricted SubsidiarySubsidiary set forth in Section 7.18, it will shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Agreement (and, for the avoidance of doubt, any Investment, Indebtedness and any Indebtedness Liens of such Subsidiary will existing at such time shall be deemed to be Incurred incurred by a Restricted such Subsidiary of the Issuer as of such date time and, if such Investments, Indebtedness is and Liens are not permitted to be Incurred incurred as of such date time under Section 3.2Article VIII, the Issuer will be in default an Event of Section 3.2Default shall occur). (cd) The Board of Directors of the Issuer Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiaryif (i) prior, and immediately after giving effect, to such designation will only be permitted if designation, (1) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2A) no Default or Event of Default exists or would be in existence following result from such designation. Any , (B) such Unrestricted Subsidiary is contemporaneously designated as a “Restricted Subsidiary” under and as defined in the Prepetition Credit Agreement, and (C) the representations and warranties of Borrower and its Restricted Subsidiaries contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of such date as if made on and as of the date of such designation (or, if stated to have been made expressly as of an earlier date, were true and correct in all material respects (except that any representation and warranty that is qualified by the Board of Directors of the Issuer materiality shall be evidenced to the Trustee by filing with the Trustee a certified copy true and correct in all respects) as of a resolution of the Board of Directors of the Issuer such date); (ii) after giving effect to such designation and an Officer’s Certificate certifying that such designation designation, the Borrower complies with Section 7.18; (iii) the preceding conditionsdesignation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Investment, Indebtedness, or Liens of such Subsidiary existing at such time, and the Borrower shall be in compliance with Article VIII after giving effect to such designation; and (iv) the Administrative Agent shall have received a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying as to the satisfaction of the conditions and matters set forth in clauses (i)-(iii) above. (e) If, at any time, an Unrestricted Subsidiary becomes a Restricted Subsidiary (whether pursuant to Section 1.08(c) or Section 1.08(d)), the Borrower will promptly provide notice to the Administrative Agent and promptly (and in any event within thirty (30) days or such longer period as the Administrative Agent may agree) cause any such Domestic Restricted Subsidiary to comply with the provisions of Section 2.13 (including by executing and delivering to the Administrative Agent a counterparty of the Guaranty and executing and delivering any other document or instrument as the Administrative Agent may deem appropriate for granting the Administrative Agent a Lien, subject only to Permitted Liens, against all of its assets to the extent required under Section 2.13) and deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 5.01(a) and favorable opinions of counsel to such Person in form, content and scope satisfactory to the Administrative Agent.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Parent Guarantor may designate any Restricted Subsidiary (other than the Company and other than as set forth in clause (b) below) to be an Unrestricted Subsidiary if provided that any such designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Parent Guarantor and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section pursuant to SECTION 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerParent Guarantor. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer Parent Guarantor may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if provided that any such redesignation would not cause a Default. Notwithstanding anything to the contrary contained herein, the Parent Guarantor may not designate the Company as an Unrestricted Subsidiary. (b) [Reserved]. (c) Any designation of a Subsidiary of the Issuer Parent Guarantor as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section SECTION 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Parent Guarantor as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section SECTION 3.2, the Issuer Parent Guarantor will be in default of Section SECTION 3.2. (cd) The Board of Directors of the Issuer Parent Guarantor may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerParent Guarantor; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Parent Guarantor of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section SECTION 3.2 (including pursuant to clause (b)(5) thereof treating such redesignation as an acquisition for the purposes of such clause), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer Parent Guarantor shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. . (b) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 ‎‎Section 4.08 or under one or more clauses of the definition of “Permitted Investments, ,” as determined by the Issuer. That The designation of a Restricted Subsidiary as an Unrestricted Subsidiary will only be permitted if the deemed Investment resulting from such designation would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. . (c) The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (bd) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.3‎‎Section 4.08. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.2‎‎Section 4.06, the Issuer will be in default of Section 3.2. (c) such ‎‎Section 4.06. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1i) such Indebtedness is permitted under Section 3.2 ‎‎Section 4.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary of the Issuer to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Subsidiary; provided that: (i) any Guarantee by the Issuer or any Restricted Subsidiary is thereof of any Indebtedness of the Subsidiary being so designated as will be deemed to be an Unrestricted SubsidiaryIncurrence of Indebtedness by the Issuer or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 6.10; (ii) the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in such Subsidiary at the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board time of Directors of the Issuer) designation will be deemed to be an Investment made as of the time of the designation and that will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments6.9(a), as determined by the Issuer. That designation will only be permitted if the and that such Investment would be permitted at that time and if the Restricted to be made under Section 6.9(a); (iii) such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors does not hold any Liens on any property of the Issuer may redesignate or any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation thereof; (iv) the Subsidiary being so designated is not a party to any agreement or understanding with the Issuer or any of its Restricted Subsidiaries unless the terms of any such agreement would not cause a Defaultbe permitted under Section 6.12; and (v) no Default or Event of Default would be in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer Resolution giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.3the Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiarydescribed in subclauses (i), (ii) or (iii) of clause (a) above, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred or made by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is Indebtedness, Investments or Liens are not permitted to be Incurred or made as of such date under Section 3.2this Indenture, the Issuer will be in default of Section 3.2under this Indenture. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that that: (i) such designation will be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under Section 3.2 calculated on a pro forma basis 6.10; (ii) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such designation had occurred Investments would be permitted under the covenant described above under Section 6.9 provided that such outstanding Investments shall be valued at the beginning lesser of (A) the applicable reference period; Fair Market Value of such Investments measured on the date of such designation and (2B) the Fair Market Value of such Investments measured at the time each such Investment was made by such Unrestricted Subsidiary; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 6.7; and (iv) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Holdings may designate any Restricted Subsidiary (other than the Company) to be an Unrestricted Subsidiary if that designation no Default or Event of Default would not cause be in existence as a Defaultresult of such designation. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Holdings and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for be treated as a Restricted Payments Payment under Section 3.3 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by the IssuerHoldings. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer Holdings may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation no Default or Event of Default would not cause be in existence as a Default. (b) result of such redesignation. Any designation of a Subsidiary of the Issuer Holdings as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer Holdings giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.33.3 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Holdings as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.23.2 hereof, the Issuer Holdings will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer Holdings may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerHoldings; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Holdings of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer MagnaChip may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event will the business currently operated by MagnaChip Semiconductor Ltd. be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer MagnaChip and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerMagnaChip. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer MagnaChip may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) . Any designation of a Subsidiary of the Issuer MagnaChip as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer MagnaChip as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.09 hereof, the Issuer MagnaChip will be in default of Section 3.2. (c) such Section. The Board of Directors of the Issuer MagnaChip may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerMagnaChip; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer MagnaChip of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and (2) no Default or Event of Default would be in existence and be continuing following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary of UAL (other than the Guarantor) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuerdesignation. That designation will only be permitted only if the Investment would be permitted at that time under Section 4.2 hereof and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.” (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.3conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted only if (1i) such Indebtedness is permitted under Section 3.2 4.3 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; period and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a1) The Board For the purposes of Directors of this Fourth Supplemental Indenture only and with respect to the Issuer may designate any Restricted Subsidiary 2026 Notes only (and for greater certainty not with respect to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiarythe 2023 Notes, the aggregate fair market value 2023 Convertible Notes or the 2025 Convertible Notes), the Original Indenture shall be amended by deleting Section 7.6(a)(i) in its entirety and replacing it with the following: “at the time of all outstanding Investments owned by and after giving effect to any such designation, the Issuer and its Restricted Subsidiaries in account for at least 85% of the Subsidiary designated as Consolidated Net Tangible Assets of the Issuer (excluding all of the assets of an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be that was an Investment made Unrestricted Subsidiary as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise 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 that redesignation would not cause a Default.Initial Issue Date);” (b2) Any designation of a Subsidiary of For the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Fourth Supplemental Indenture only and any Indebtedness of such Subsidiary will be deemed with respect to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is 2026 Notes only (and for greater certainty not permitted with respect to be Incurred as of such date under Section 3.2the 2023 Notes, the Issuer will 2023 Convertible Notes or the 2025 Convertible Notes), the Original Indenture shall be amended by deleting Section 7.6(c) in default of Section 3.2. (c) its entirety and replacing it with the following: “The Board of Directors Chief Executive Officer and/or Chief Financial Officer of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that that: (i) such designation will be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary which was Incurred after the date such Subsidiary was designated as an Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis 7.10; (ii) all outstanding Investments owned by such Unrestricted Subsidiary which were made after the date such Subsidiary was designated as an Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such designation had occurred Investments would be permitted under the covenant described above under the caption “— Restricted Payments;” provided that such outstanding Investments shall be valued at the beginning lesser of (a) the applicable reference period; Fair Market Value of such Investments measured on the date of such designation and (2b) the Fair Market Value of such Investments measured at the time each such Investment was made by such Unrestricted Subsidiary; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 7.7; and (iv) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.”

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary of the Issuer (other than the Co-Issuer and CSL National) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Subsidiary; provided that: (i) any guarantee by the Issuer or any Restricted Subsidiary is of any Indebtedness of the Subsidiary being so designated as will be deemed to be an Unrestricted Subsidiaryincurrence of Indebtedness by the Issuer or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such incurrence of Indebtedness would be permitted under Section 4.09 hereof; (ii) the aggregate fair market value (as determined in good faith by the Issuer) of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary being so designated as an Unrestricted Subsidiary (as determined in good faith including any guarantee by the Board Issuer or any Restricted Subsidiary thereof of Directors any Indebtedness of the Issuersuch Subsidiary) will be deemed to be an Investment made as of the time of the such designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the that such Investment would be permitted at that time and if under Section 4.07 hereof; (iii) the Restricted Subsidiary being so designated (A) has not guaranteed or otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors directly or indirectly provided credit support for any Indebtedness of the Issuer may redesignate or any of its Restricted Subsidiaries, except (i) to the extent such guarantee or credit support would be released upon such designation or (ii) a pledge of the Equity Interests of the Unrestricted Subsidiary that is the obligor thereunder; and (B) is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (iv) no Default or Event of Default would be a Restricted Subsidiary if that redesignation would not cause a Defaultin existence following such designation. (b) Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.3this Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as an Unrestricted Subsidiarydescribed in clause (iii) of Section 4.18(a), it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness Indebtedness, Investments, or Liens on the property, of such Subsidiary will be deemed to be Incurred incurred or made by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is Indebtedness, Investments or Liens are not permitted to be Incurred incurred or made as of such date under Section 3.2this Indenture, the Issuer will be in default of Section 3.2under this Indenture. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such that: (i) Such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness (including any Obligations that are non-recourse) of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period4.09 hereof; and and (2ii) no No Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary to be designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will shall be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph of Section 3.3 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerCompany. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Upon its designation as an Unrestricted Subsidiary, it shall cease to be a Guarantor and its Subsidiary Guarantee shall be released. (b) The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that the redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer as . If an Unrestricted Subsidiary will be evidenced is redesignated as a Restricted Subsidiary, an amount equal to the Trustee by filing with the Trustee a resolution lesser of the Board aggregate fair market value of Directors of all outstanding Investments owned by the Issuer giving effect to such designation Company and an Officer’s Certificate certifying that such designation complies with its Restricted Subsidiaries in the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes redesignated and the amount of this Indenture and any Indebtedness of all such Subsidiary will Investments shall be deemed to be Incurred by a Restricted Subsidiary recovered in cash as of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors time of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of redesignation and will increase the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if amounts available for (1) such Indebtedness is permitted Restricted Payments under the first paragraph of Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; 4.07 hereof and (2) no Default or Event of Default would be Permitted Investments in existence following such designation. Any such designation by proportion to the Board of Directors amount of the Issuer Company's and its Restricted Subsidiaries' Investments in such Subsidiary that were Restricted Payments and Permitted Investments. Upon any such redesignation or other designation as a Restricted Subsidiary, such Subsidiary shall be evidenced to the Trustee by filing with the Trustee become a certified copy of Guarantor and execute a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditionsSubsidiary Guarantee.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be either an Investment made as of the time of the designation and that will reduce the amount available for Restricted Payments under Section 3.3 4.07 hereof or represent Permitted Investments under one or more clauses of the definition of Permitted Investments, as determined by the IssuerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. . (b) The Board of Directors of the Issuer Company may redesignate at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if that redesignation (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would not cause a Defaultbe in existence following such designation. (bc) Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer Company giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Company as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.09 hereof, the Issuer Company will be in default of Section 3.2such covenant. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Company 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 if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 ‎Section 4.07(a) hereof or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) . Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.3‎Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Company as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.2‎Section 4.09 hereof, the Issuer Company will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerCompany; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 ‎Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. . (b) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 ‎‎Section 4.08 or under one or more clauses of the definition of “Permitted Investments, ,” as determined by the Issuer. That The designation of a Restricted Subsidiary as an Unrestricted Subsidiary will only be permitted if the deemed Investment resulting from such designation would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. . (c) The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (bd) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.3‎‎Section 4.08. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.2‎‎Section 4.06, the Issuer will be in default of Section 3.2. (c) such ‎‎section. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1i) such Indebtedness is permitted under Section 3.2 ‎‎Section 4.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Company may designate (or re-designate) any Restricted Subsidiary (other than the Issuers) to be an Unrestricted Subsidiary if 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 would not cause a Defaultthereof, 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, the aggregate fair market value of all outstanding Investments owned an Investment by the Issuer and its Company or other Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors accordance with clause (1) of the Issuer) will second paragraph of the definition of “Investments” shall be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an in such Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with delivering to the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.33.3 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness and an incurrence of Liens, as applicable, by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is and Liens are permitted under Section 3.2 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 applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer Company shall be evidenced to the Trustee by filing with delivering to the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. . (b) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 ‎‎Section 4.08 or under one or more clauses of the definition of “Permitted Investments, ,” as determined by the Issuer. That The designation of a Restricted Subsidiary as an Unrestricted Subsidiary will only be permitted if the deemed Investment resulting from such designation would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. . (c) The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (bd) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.3‎‎Section 4.08. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.2‎‎Section 4.06, the Issuer will be in default of Section 3.2. (c) such ‎‎Section 4.06. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1i) such Indebtedness is permitted under Section 3.2 ‎‎Section 4.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer ACEP may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall Project Assets of any of the Properties be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer ACEP and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.07 or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerACEP. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer ACEP may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) . Any designation of a Subsidiary of the Issuer ACEP as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers' Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer ACEP as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.09 hereof, the Issuer ACEP will be in default of Section 3.2. (c) Default. The Board of Directors of the Issuer ACEP may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerACEP; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer ACEP of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Issuers may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that such designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer complies with Section 4.05 and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary to be so designated otherwise 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 that redesignation would not cause a Default. (b) Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.3conditions. If, at any time, any Unrestricted Subsidiary would fail fails 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 incurred by a Restricted Subsidiary of the an Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.04 hereof, the Issuer Issuers will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer Issuers may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness or issuance of Preferred Stock or Disqualified Stock by a Restricted Subsidiary of the an Issuer of any outstanding Indebtedness Indebtedness, Preferred Stock or Disqualified Stock of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1) such Indebtedness Indebtedness, Preferred Stock or Disqualified Stock is permitted under Section 3.2 4.04 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference periodReference Period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Parent may designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) the Group shall be in compliance with the financial covenant set forth in Section 6.07 (whether or not then tested) on a pro forma basis after giving effect to such designation as of the last day of the Fiscal Quarter most recently ended and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is it was previously designated as an Unrestricted Subsidiary, Subsidiary pursuant to this Section 5.19. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment equal to the aggregate fair market value of all outstanding Investments owned by the Issuer Parent and its the Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investmentsdesignation, as determined by the IssuerParent. That Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board designation of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be as a Restricted Subsidiary if that redesignation would not cause a Default. shall constitute (bi) Any the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a Subsidiary return on any Investment by the applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s Investment in such Subsidiary. Notwithstanding the Issuer foregoing (i) no Borrower may be designated as an Unrestricted Subsidiary will and (ii) no Person may be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements designated 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 Issuer as of such date and, ” if such Indebtedness Person is not permitted to be Incurred as of such date an “Unrestricted Subsidiary” or is a “Guarantor” under Section 3.2any Senior Notes, the Issuer will be in default of Section 3.2Senior Secured Notes, the Senior Refinancing Notes or under any agreement, document or instrument evidencing any Material Indebtedness. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Default and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Company as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.2, the Issuer Company will be in default of Section 3.2. (c) The Board of Directors of the Issuer Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerCompany; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that after giving effect to such designation no Event of Default has occurred and is continuing or would not cause occur as a Defaultresult of such designation. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuerdesignation. That designation will only be permitted if (i) the Investment would be permitted at that time under Section 6.2 and if (ii) the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Notwithstanding anything to the Issuer may redesignate contrary, no Subsidiary that is (A) a Subsidiary Borrower hereunder or (B) a “Restricted Subsidiary” or an obligor or guarantor under documents governing the Second Lien Notes or any Unrestricted Subsidiary other Indebtedness secured by Junior Liens shall be permitted to be a designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary if that redesignation would not cause a Default. (b) Subsidiary”, obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Second Lien Notes or such other Indebtedness. Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary after the Third Restatement Effective Date will be evidenced to the Trustee Administrative Agent by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and Administrative Agent an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.3conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as of being an Unrestricted SubsidiarySubsidiary (as set forth in the definition thereof), it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Agreement and any Liens securing Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness Lien is not permitted to be Incurred incurred as of such date under Section 3.26.1, the Issuer Company will be in default of Section 3.2. (c) The Board of Directors of the Issuer such section. Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness Liens by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness Liens on assets of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such any Liens securing Indebtedness is are permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; 6.1 and (2) no Default or Event of Default would be in existence following as a result of such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the an Issuer may designate any Restricted Subsidiary of such Issuer to be an Unrestricted Subsidiary if (a) the Subsidiary to be so designated does not own any Capital Stock or Indebtedness of, or own or hold any Lien on any Property of, such Issuer or any of its Restricted Subsidiaries, (b) the Subsidiary to be so designated is not obligated under any Indebtedness, Lien or other obligation that, if that in default, would result (with the passage of time or notice or otherwise) in a default on any Indebtedness of such Issuer or of any of its Restricted Subsidiaries and (c) either (1) the Subsidiary to be so designated has total assets of $1,000 or less or (2) such designation would not cause is effective immediately upon such entity becoming a DefaultSubsidiary of such Issuer. If a Restricted Subsidiary is Unless so designated as an Unrestricted Subsidiary, the aggregate fair market value any Person that becomes a Subsidiary of all outstanding Investments owned by the such Issuer will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary of such Issuer and its Restricted Subsidiaries in the Subsidiary designated shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the immediately following paragraph will not be satisfied after giving pro forma effect to such classification. Except as determined provided in good faith the first sentence of this paragraph, no Restricted Subsidiary of an Issuer may be redesignated as an Unrestricted Subsidiary of such Issuer. The Board of Directors may designate any of such Issuer's Unrestricted Subsidiaries to be a Restricted Subsidiary of such Issuer if, immediately after giving pro forma effect to such designation, (x) the Issuers could Incur at least $1.00 of additional Indebtedness pursuant to Section 4.07(a) and (y) no Default or Event of Default shall have occurred and be continuing or would result therefrom. Any such designation or redesignation by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise 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 that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a board resolution of the Board of Directors of the Issuer giving effect to such designation or redesignation and an Officer’s Officers' Certificate (a) certifying that such designation or redesignation complies with the preceding conditions foregoing provisions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet (b) giving the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness effective date of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of designation or redesignation, such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy to occur within 45 days after the end of the fiscal quarter of the Issuers in which such designation or redesignation is made (or, in the case of a resolution designation or redesignation made during the last fiscal quarter of the Board Issuers' fiscal year, within 90 days after the end of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditionsfiscal year).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Borrower may designate (or re-designate) any Restricted Subsidiary to be as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary if that designation would not cause an Event of Default; provided, however, that no Subsidiary may be designated as an Unrestricted Subsidiary if it is a Default“Restricted Subsidiary” for the purpose of the ABL Credit Agreement. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries then, other than in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board case of Directors of the Issuer) New PortLP and New PortGP, such designation will be deemed to be an Investment by the Borrower therein made as of the time of the designation in an amount equal to the portion of the Fair Market Value of the net assets of such Subsidiary attributable to the Borrower’s equity interest therein as estimated by the Borrower in good faith, and will reduce the amount available for Restricted Payments under Section 3.3 9.3 or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerBorrower, in an amount equal to such deemed Investment. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerBorrower; provided that such designation will be deemed to be an incurrence of Liens and Indebtedness by a Restricted Subsidiary of the Issuer Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Liens and Indebtedness is are permitted under Section 3.2 Sections 9.1 and 9.4, in each case, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; period and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer Borrower shall be evidenced to the Trustee Administrative Agent by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions. Notwithstanding anything to the contrary herein, on the Closing Date, New PortLP and New PortGP shall be the only Subsidiaries of the Borrower that shall be Unrestricted Subsidiaries.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Parent and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 6.4 or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerParent. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default or an Event of Default. (b) Any designation of a Subsidiary of the Issuer Parent as an Unrestricted Subsidiary will be evidenced by delivery to the Trustee Administrative Agent by filing with the Trustee a resolution Parent of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.26.4. (c) The Board of Directors of the Issuer Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerParent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 6.1 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer Parent shall be evidenced by delivery to the Trustee Administrative Agent by filing with the Trustee a certified copy Parent of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Wxxx Capital may designate any Restricted Subsidiary Subsidiary, other than Wynn Capital, to be an Unrestricted Subsidiary of Wxxx Las Vegas if that designation would not cause a Default or an Event of Default. If a Restricted Subsidiary of Wxxx Las Vegas is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Wxxx Las Vegas and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will shall be deemed to be an Investment made in an Unrestricted Subsidiary as of the time of the designation and will shall reduce the amount available for Restricted Payments under Section 3.3 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerWxxx Las Vegas. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary of Wxxx Las Vegas otherwise meets the definition of an “Unrestricted Subsidiary. .” The Board of Directors of the Issuer Wynn Capital may redesignate any Unrestricted Subsidiary of Wxxx Las Vegas to be a Restricted Subsidiary of Wxxx Las Vegas if that the redesignation would not cause a Default or an Event of Default. (b) . Any designation of a Subsidiary of the Issuer Wxxx Las Vegas as an Unrestricted Subsidiary will shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will shall be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Wxxx Las Vegas as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.09 hereof, the Issuer will Wxxx Las Vegas shall be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer Wynn Capital may at any time designate redesignate any Unrestricted Subsidiary of Wxxx Las Vegas to be a Restricted Subsidiary of the IssuerWxxx Las Vegas; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Wxxx Las Vegas of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 3.2 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference periodfour-quarter Reference Period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Subject to clauses (b) and (c) of this Section 4.16, the Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. ; provided that in no event shall (1) the business currently operated by Playboy.com and its Subsidiaries be transferred to or held xx xx Xxxxxtricted Subsidiary or (2) the Company be designated as an Unrestricted Subsidiary. (b) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Playboy and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the such designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That that designation will only be permitted if the such Investment would be permitted at that time and if the such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary Any designation pursuant to be a Restricted Subsidiary of the Issuer; provided that such designation will this Section 4.16 shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Playboy of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will shall only be permitted if if (1) such Indebtedness is permitted under Section 3.2 4.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and and (2) no Default or Event of Default would have occurred and be in existence continuing following such designation. . (1) A Subsidiary previously designated an Unrestricted Subsidiary which at any time fails to meet the qualifications set forth in paragraph (a) will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in paragraph (f). (2) The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default. (e) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (1) all existing Investments of the Company and the Restricted Subsidiaries therein (valued at the Company's proportional share of the fair market value of its assets less liabilities) will be deemed made at that time; (2) all existing Capital Stock or Debt of the Company or a Restricted Subsidiary held by it will be deemed Incurred at that time, and all Liens on property of the Company or a Restricted Subsidiary held by it will be deemed incurred at that time; (3) all existing transactions between it and the Company or any Restricted Subsidiary will be deemed entered into at that time; (4) it is released at that time from its Note Guarantee, if any; and (5) it will cease to be subject to the provisions of this Indenture as a Restricted Subsidiary. (f) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary, (1) all of its Debt and Disqualified or Preferred Stock will be deemed Incurred at that time for purposes of Section 4.06, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.10 or Section 4.13; (2) Investments therein previously charged under Section 4.07 will be credited thereunder; (3) it may be required to issue a Note Guarantee pursuant to Section 4.11; and (4) it will thenceforward be subject to the provisions of this Indenture as a Restricted Subsidiary. (g) Any such designation by the Board of Directors of the Issuer shall a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the Trustee by promptly filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer Resolution giving effect to such the designation and an Officer’s 's Certificate certifying that such the designation complies complied with the preceding conditionsforegoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if in accordance with the definition of “Unrestricted Subsidiary”; provided that designation would not cause a Default. If a Restricted (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing, (ii) immediately before and after giving effect to such designation, the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7.11, and (iii) no Subsidiary is may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” as defined in or in respect of any Indebtedness in excess of the Threshold Amount. All outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment by the Borrower or such Restricted Subsidiary, as applicable, made at the time of the designation. The amount of all such outstanding Investments will be the aggregate fair market value of all outstanding such Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of at the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuerdesignation. That The designation will only not be permitted if the such Investment would not be permitted under Section 7.02 at that time and if the such Restricted Subsidiary does not otherwise meets meet the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer Borrower as an Unrestricted Subsidiary will shall be evidenced to the Trustee Administrative Agent by filing with delivering to the Trustee Administrative Agent a certified copy of the board resolution of the Board of Directors of the Issuer Borrower giving effect to such designation and an Officer’s Certificate a certificate signed by a Responsible Officer of the Borrower certifying that such designation complies complied with the preceding foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by this Section 3.36.17. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of clause (iii) of the immediately preceding requirements as an paragraph or any of those set forth in the definition of “Unrestricted Subsidiary”, it will shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Agreement and (1) any Indebtedness of such Subsidiary will Subsidiary, (2) any Liens of such Subsidiary, and (3) any Investments of such Subsidiary, in each case shall be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Borrower as of such date and, if such Indebtedness is Indebtedness, Liens or Investments are not permitted to be Incurred incurred as of such date under Section 3.27.03, Section 7.01 or Section 7.02 as applicable, the Issuer will Borrower shall be in default of such Section 3.2. (c) 7.03, Section 7.01 or Section 7.02 as applicable. The Board of Directors of the Issuer Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will shall be deemed to be an incurrence incurrence, on the date of Indebtedness designation, of Indebtedness, Liens and Investments by a Restricted Subsidiary of the Issuer Borrower of any outstanding Indebtedness Indebtedness, Liens and Investments of such Unrestricted Subsidiary, Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if 7.03, such designation had occurred at the beginning of the applicable reference periodLiens are permitted under Section 7.01 and such Investments are permitted under Section 7.02; and (2) no Default or Event of Default would shall have occurred and be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditionscontinuing.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under as described in Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer Company giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3, other than Section 3.3(b)(15). If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Company as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under by Section 3.23.2 herein, the Issuer Company will be in default of Section 3.2. (c) . The Board of Directors of the Issuer Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerCompany; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 3.2, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following before or after such designation. Any such designation by the Board of Directors of the Issuer Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer Company giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event will the business currently operated by the Hungarian Subsidiary be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) . Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Company as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.09 hereof, the Issuer Company will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerCompany; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1i) such Indebtedness is permitted under Section 3.2 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Chief Executive Officer or the Chief Financial Officer of the Issuer Borrower may designate any Restricted Subsidiary of the Borrower to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event will the business currently operated by the Borrower be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 9.2(C) or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerBorrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Restricted Subsidiary of the Issuer Borrower as an Unrestricted Subsidiary in accordance with the preceding paragraph will be evidenced to the Trustee by filing with the Trustee a resolution certificate of the Board of Directors Chief Executive Officer or the Chief Financial Officer of the Issuer Borrower giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.3the covenant described above under the caption “- Restricted Payments”. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Loan Agreement and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Borrower as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.2, 9.2(D) the Issuer Borrower will be in default of Section 3.2. (c) such covenant. The Board of Directors Chief Executive Officer or the Chief Financial Officer of the Issuer Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1a) such Indebtedness is permitted under Section 3.2 9.2(D), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2b) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions of this Section 4.17 and was permitted by Section 3.34.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements of this Section 4.17 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 incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.09 hereof, the Issuer will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) (x) the Issuer could incur such Indebtedness is permitted under pursuant to the Fixed Charge Coverage Ratio test described in Section 3.2 calculated 4.09(a) hereof, or (y) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis as if taking into account such designation had occurred at the beginning of the applicable reference perioddesignation; and (2) no Default or Event of Default would be in existence following such designation. Any such future designation by of an Unrestricted Subsidiary as a Restricted Subsidiary after the Board date of Directors of the Issuer shall this Indenture will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditionsconditions of this Section 4.17.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Lead Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. . (b) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 6.2.3 or under one or more clauses of the definition of “Permitted Investments, ,” as determined by the IssuerLead Borrower. That The designation of a Restricted Subsidiary as an Unrestricted Subsidiary will only be permitted if the deemed Investment resulting from such designation would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. . (c) The Board of Directors of the Issuer Lead Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (bd) Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee Administrative Agent by filing with providing the Trustee Administrative Agent a copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.36.2.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Agreement and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.26.2.1, the Issuer Borrowers will be in default of such Section 3.26.2. (c) 1. The Board of Directors of the Issuer Lead Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1i) such Indebtedness is permitted under Section 3.2 6.2.1, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer and its the Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under pursuant to Section 3.3 4.06 or under one or more clauses of the definition of Permitted Payments or Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) . Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee on the date of such designation by filing with delivering to the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.34.06. If, at If the designation of any time, any Restricted Subsidiary as an Unrestricted Subsidiary would fail fails to meet the requirements set out in the preceding requirements as an Unrestricted Subsidiaryparagraph, it will thereafter cease to such Subsidiary shall not be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by it as a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be prohibited from being Incurred as of such date under Section 3.2, 4.08 the Issuer will be in default of Section 3.2. (c) 4.08. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; Subsidiary, provided that such designation will be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted not prohibited under Section 3.2 4.08 (including pursuant to Section 4.08(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 applicable reference periodApplicable Test Date; and (2) no Default or Event of Default would be in existence immediately following such designation. Any such designation of an Unrestricted Subsidiary as a Restricted Subsidiary by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with delivering to the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Borrower may designate any Restricted Subsidiary of the Borrower to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Borrower is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Borrower and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph of Section 3.3 7.01 or under one or more clauses of the definition of represent Permitted Investments, as determined by the IssuerBorrower. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary and such Subsidiary. The Board of Directors : (i) except to the extent permitted by subclause (b)(ii) of the Issuer may redesignate definition of “Permitted Business Investments,” has no Indebtedness other than Non-Recourse Debt owing to any Unrestricted Subsidiary Person other than the Borrower or any of its Restricted Subsidiaries; (ii) is not party to be a any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced Borrower unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Trustee by filing with Borrower or such Restricted Subsidiary than those that might be obtained at the Trustee a resolution time from Persons who are not Affiliates of the Board Borrower; (iii) is a Person with respect to which neither the Borrower nor any of Directors its Restricted Subsidiaries has any direct or indirect obligation (1) to subscribe for additional Equity Interests or (2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (iv) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3Borrower or any of its Restricted Subsidiaries. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Agreement and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Borrower as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.27.03, the Issuer Borrower will be in default of Section 3.2.such covenant.. (cb) The Board of Directors of the Issuer Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerBorrower; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1i) such Indebtedness is permitted under Section 3.2 7.03, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; , and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if in accordance with the definition of “Unrestricted Subsidiary”; provided that designation would (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing, (ii) the Borrower shall be in pro forma compliance with the financial covenant set forth in Section 7.11 (whether or not cause a Default. If a Restricted such covenant is applicable at such time in accordance with its terms), and (iii) no Subsidiary is may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” as defined in any of the Senior Notes; provided that (x) solely with respect to the Designated Subsidiaries the foregoing clause (iii) shall not apply for a period commencing on the date the Designated Subsidiaries are designated as “Restricted Subsidiaries” as defined in any of the Senior Notes and ending on the date that is 30 days thereafter, and (y) the Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to make a written list of Designated Subsidiaries available to Lenders on the “Private Side Information” portion of the Platform. All outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment by the Borrower or such Restricted Subsidiary, as applicable, made at the time of the designation. The amount of all such outstanding Investments will be the aggregate fair market value of all outstanding such Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of at the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuerdesignation. That The designation will only not be permitted if the such Investment would not be permitted under Section 7.02 at that time and if the such Restricted Subsidiary does not otherwise meets meet the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer Borrower as an Unrestricted Subsidiary will shall be evidenced to the Trustee Administrative Agent by filing with delivering to the Trustee Administrative Agent a certified copy of the board resolution of the Board of Directors of the Issuer Borrower giving effect to such designation and an Officer’s Certificate a certificate signed by a Responsible Officer of the Borrower certifying that such designation complies complied with the preceding foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by this Section 3.36.17, provided, however, (i) no Subsidiary may be designated as an Unrestricted Subsidiary if such designated Unrestricted Subsidiary will own any IP Rights and the failure of the Borrower or any of its Restricted Subsidiaries to own such IP Rights could reasonably be expected to have a Material Adverse Effect and (ii) neither the Borrower nor any of its Restricted Subsidiaries shall be permitted to contribute any IP Rights to an Unrestricted Subsidiary if (x) the failure by the Borrower or any of its Restricted Subsidiaries to own such IP Rights could reasonably be expected to have a Material Adverse Effect or (y) after giving effect to such contribution the Borrower would not be in pro forma compliance with the covenant set forth in Section 7.11 whether or not such covenant is applicable at such time in accordance with its terms. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements as of an Unrestricted Subsidiary, it will shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Agreement and (1) any Indebtedness of such Subsidiary, (2) any Liens of such Subsidiary will and (3) any Investments of such Subsidiary, in each case shall be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Borrower as of such date and, if such Liens, Investments, or Indebtedness is are not permitted to be Incurred incurred as of such date under Section 3.27.01, Section 7.02 or Section 7.03, as applicable, the Issuer will Borrower shall be in default of such Section 3.2. (c) 7.01, Section 7.02 or Section 7.03, as applicable. The Board of Directors of the Issuer Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will shall be deemed to be an incurrence incurrence, on the date of Indebtedness designation, of Indebtedness, Liens and Investments by a Restricted Subsidiary of the Issuer Borrower of any outstanding Indebtedness Indebtedness, Liens and Investments of such Unrestricted Subsidiary, Subsidiary and such designation will shall only be permitted if (1) such Liens are permitted under Section 7.01, such Investments are permitted under Section 7.02, and such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period7.03; and (2) no Default or Event of Default would shall have occurred and be continuing; and provided further, however, if any such Subsidiaries are Designated Subsidiaries, then the foregoing proviso shall not apply to any such Designated Subsidiaries and, notwithstanding anything contained herein or in existence the other Loan Documents to the contrary, such Designated Subsidiaries shall not be subject to the terms and provisions of this Agreement (including, without limitation, Section 6.11 and Section 6.15) and the other Loan Documents during the period commencing on the date the Designated Subsidiaries are designated as “Restricted Subsidiaries” hereunder and ending on the date that is 30 days thereafter, and on such thirtieth day any such Designated Subsidiary that is a Restricted Subsidiary at such time shall be deemed, for purposes of Sections 7.01, 7.02 and 7.03, to have incurred all Liens, Investments, and Indebtedness of such Designated Subsidiary then outstanding. The following such designation. Any such designation by the Board of Directors entities have previously been designated as Unrestricted Subsidiaries under this Agreement and remain Unrestricted Subsidiaries as of the Issuer shall be evidenced Closing Date: 8tx Xxxxxx Xood & Provisions, Inc., a Missouri corporation, Active Nutrition International GmbH, a German entity, Agricore United Holdings Inc., a Delaware corporation, American Blanching Company, a Georgia corporation, Attune Foods, LLC, a Delaware limited liability company, BellRing Brands, Inc., a Delaware corporation, BellRing Brands, LLC, a Delaware limited liability company, Dakota Growers Pasta Company, Inc., a North Dakota corporation, DNA Dreamfields Company, LLC, an Ohio limited liability company, Dymatize Enterprises, LLC, a Delaware limited liability company, GB Acquisition USA, Inc., a Washington corporation, Golden Acquisition Sub, LLC, a Delaware limited liability company, Golden Boy Nut Corporation, a Delaware corporation, Golden Nut Company (USA) Inc., a Washington corporation, Nuts Distributor of America Inc., a Washington corporation, Premier Nutrition Company, LLC, a Delaware limited liability company, Primo Piatto, Inc., a Minnesota corporation, Golden Boy Foods Ltd., a British Columbia corporation, PHI Acquisition GP ULC, a British Columbia unlimited liability company, PHI Acquisition LP ULC, a British Columbia unlimited liability company, PHI Acquisition Limited Partnership, a British Columbia limited partnership, Supreme Protein, LLC, a Delaware limited liability company, TA/DEI-A Acquisition Corp., a Delaware corporation, and any direct or indirect now or hereafter created or acquired Subsidiary of any of the foregoing. The foregoing sentence does not prohibit or limit in any respect the ability of the Borrower to designate any of the foregoing Persons as Restricted Subsidiaries and thereafter re-designate any or all of such Persons as Unrestricted Subsidiaries, in each case, subject to the Trustee by filing with the Trustee a certified copy terms and conditions of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditionsthis Section 6.17.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Parent Guarantor may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Parent Guarantor and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.06 or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerParent Guarantor. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer Parent Guarantor may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer Parent Guarantor as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer Parent Guarantor giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.06. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness Debt of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Parent Guarantor as of such date and, if such Indebtedness Debt is not permitted to be Incurred incurred as of such date under Section 3.24.08, the Issuer Parent Guarantor will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer Parent Guarantor may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness Debt by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness Debt of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness Debt is permitted under Section 3.2 4.08, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Company’s Board of Directors of the Issuer may designate any Restricted Subsidiary (other than BHA) to be an Unrestricted Subsidiary if that designation would not cause a Default. If Any designation of a Subsidiary as an Unrestricted Subsidiary will be deemed to be a designation of each of such entity’s Subsidiaries as Unrestricted Subsidiaries. Following the Issue Date, if a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments (calculated after giving effect to any concurrent transactions) owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will shall be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.8 hereof or under one or more of the clauses of the definition of “Permitted Investments, ,” as determined by the IssuerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Company’s Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that the redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation redesignation will be deemed to be an incurrence of Indebtedness and, if applicable, an incurrence of related Liens by a Restricted Subsidiary of the Issuer Company of any outstanding Indebtedness and, if applicable, related Liens of such Unrestricted Subsidiary, Subsidiary and such designation redesignation will only be permitted if (1) such Indebtedness is and, if applicable, related Liens are permitted under Section 3.2 calculated 4.9 hereof and, if applicable, Section 4.11 hereof (other than clause (3) under the definition of “Permitted Liens”), calculated, if applicable, on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary (other than the Co-Issuer) if that designation would not cause a Default. If a Restricted Subsidiary (other than the Co-Issuer) is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise 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 that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuerdesignation. That designation will only be permitted if the Investment would be permitted at that time under Section 4.07 and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary. .” The Board of Directors of the Issuer Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) . Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will be permitted only if (a) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period and (b) no Default or Event of Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that such designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.07 or under one or more clauses of the definition of “Permitted Investments, ,” as determined by the Issuer. That Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary. .” The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that such redesignation would not cause a Default. (b) . Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.07. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Indenture, and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.09, the Issuer will be in default of under Section 3.2. (c) 4.09. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference four-quarter period; , and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate (a “Designation”) any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation such Designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary so designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation such Designation and will reduce the amount available for Restricted Payments under the first paragraph of Section 3.3 4.11 or under one or more clauses of the definition of for Permitted Investments, as determined by applicable. All such outstanding Investments will be valued at their Fair Market Value at the Issuertime of such Designation in accordance with the provisions of the second to last paragraph of Section 4.11. That designation Such Designation will only be permitted only if the such Investment would be permitted a Permitted Investment or otherwise would at that the time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiarysuch Designation not be in violation of Section 4.11. The Board of Directors of the Issuer may redesignate revoke any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation Designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will (a “Revocation”); provided that (a) no Default exists at the time of or after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such Revocation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) for all purposes of this Indenture. Any such Designation or Revocation by the Board of Directors of the Issuer after the Issue Date shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Issuer giving effect to such designation Designation or Revocation and an Officer’s Certificate certifying that such designation complies Designation or Revocation complied with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2foregoing provisions. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by Holdings, the Issuer and its their Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise 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 that redesignation would not cause a Default. (b) . Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with delivering to the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 3.2, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with delivering to the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise 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 that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer or any of the Mission Entities as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 (including pursuant to clause (b)(5)(y) thereof, treating such redesignation as an acquisition for purposes of such clause), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Xxxx Capital may designate any Restricted Subsidiary Subsidiary, other than Xxxx Capital, to be an Unrestricted Subsidiary of Xxxx Las Vegas if that designation would not cause a Default or an Event of Default. If a Restricted Subsidiary of Xxxx Las Vegas is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Xxxx Las Vegas and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will shall be deemed to be an Investment made in an Unrestricted Subsidiary as of the time of the designation and will shall reduce the amount available for Restricted Payments under Section 3.3 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerXxxx Las Vegas. That designation will shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary of Xxxx Las Vegas otherwise meets the definition of an “Unrestricted Subsidiary. .” The Board of Directors of the Issuer Wynn Capital may redesignate any Unrestricted Subsidiary of Xxxx Las Vegas to be a Restricted Subsidiary of Xxxx Las Vegas if that the redesignation would not cause a Default or an Event of Default. (b) . Any designation of a Subsidiary of the Issuer Xxxx Las Vegas as an Unrestricted Subsidiary will shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will shall be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Xxxx Las Vegas as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.09 hereof, the Issuer will Xxxx Las Vegas shall be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer Xxxx Capital may at any time designate redesignate any Unrestricted Subsidiary of Xxxx Las Vegas to be a Restricted Subsidiary of the IssuerXxxx Las Vegas; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Xxxx Las Vegas of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 3.2 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Company 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 if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) . Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Company as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.09 hereof, the Issuer Company will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerCompany; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Company may designate any Restricted Subsidiary (including designation of any new Subsidiary) to be an Unrestricted Subsidiary if that designation would not cause a an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of “Permitted Investments, ,” as determined by the IssuerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary. .” The Board of Directors of the Issuer Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a an Event of Default. (b) . Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer Issuers giving effect to such designation and an Officer’s Certificate of the Issuers certifying that such designation complies with the preceding conditions and was permitted by under Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Company as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.2, the Issuer Issuers will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerCompany; provided that such designation will be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 3.2, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer Issuers giving effect to such designation and an Officer’s Certificate of the Issuers certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board Boards of Directors of the Issuer Issuers may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by Holdings, the Issuer Issuers and its their Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerIssuers. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board Boards of Directors of the Issuer Issuers may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default or an Event of Default. (b) . Any designation of a Subsidiary of the Issuer Issuers as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the such Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Issuers as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.2, the Issuer Issuers will be in default of Section 3.2. (c) such covenant. The Board of Directors of the an Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the such Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 3.2, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the an Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the such Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Holdings and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under pursuant to Section 3.3 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerBorrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Notwithstanding the Issuer foregoing, no Subsidiary may redesignate any be designated an Unrestricted Subsidiary to be a Restricted if such Subsidiary if that redesignation would not cause a Defaultowns any Material Intellectual Property. (b) Any designation of a Subsidiary of the Issuer Borrower as an Unrestricted Subsidiary will be evidenced to the Trustee Administrative Agent by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.27.06. (c) The Board of Directors of the Issuer Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 7.03 (including pursuant to Section 7.03(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer Borrower shall be evidenced to the Trustee Administrative Agent by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.. -288- #94164975v6 Exhibit 10.14 -289- #94164975v6 Exhibit 10.14

Designation of Restricted and Unrestricted Subsidiaries. (a) The Management Board of Directors of the Issuer may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary of the Authority) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Authority or any Restricted Subsidiary; provided, that either (A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) if that such Subsidiary has assets greater than $1,000, such designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned be prohibited by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise 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 that redesignation would not cause a Default.10.2 hereof: (b) Any such designation of a Subsidiary of by the Issuer as an Unrestricted Subsidiary will Management Board shall be evidenced to the Trustee holders of the Notes by filing with the Trustee delivering to each holder a certified copy of a resolution of the Management Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding foregoing conditions and was permitted by Section 3.310.2 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding foregoing requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Agreement and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Authority as of such date (and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.210.4, the Issuer will Authority shall be in default of Section 3.2such Section). (c) The Board of Directors of the Issuer Authority may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided provided, that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Authority of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will designation, shall only be permitted if (1) such Indebtedness is permitted under Section 3.2 10.4 hereof, 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. Any such designation by the Board of Directors . (d) As of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy date of a resolution Closing, each of: Mohegan Lacrosse, LLC, Downs Lodging, LLC; Mohegan Gaming & Hospitality, LLC; Mohegan Resorts, LLC; Mohegan Resorts Mass, LLC; Mohegan Gaming Advisors, LLC; MGA Holding NJ, LLC; MGA Gaming NJ, LLC; MGA Gaming MA, LLC; MGA Holding MA, LLC; Inspire Integrated Resort Co., Ltd.; New England Black Wolves, LLC; and (2) MGNV, LLC, and each Subsidiary of the Board of Directors of the Issuer giving effect to each such designation and Person is an Officer’s Certificate certifying that such designation complies with the preceding conditionsUnrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Company may designate any Restricted Subsidiary of the Company (other than Tronox Finance so long as the Company is a limited liability company or a partnership) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph of Section 3.3 3.4(a) or under one or more clauses of the definition of represent Permitted Investments, as determined by the IssuerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) . Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution Board Resolution of the Board of Directors of the Issuer Company giving effect to such designation and an Officer’s Officers' Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.33.4. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Company as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.23.3, the Issuer Company will be in default of Section 3.2thereof. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 3 of this Annex or under one or more clauses of the definition of “Permitted Investments, ,” as determined by the IssuerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee Collateral Agent by filing with the Trustee Collateral Agent a certified copy of a resolution of the Board of Directors of the Issuer Company giving effect to such designation and an Officer’s Certificate officers’ certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes 3 of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) Annex. The Board of Directors of the Issuer Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerCompany; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Company of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 2 of this Annex, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and (2) no Default or Event of Default would occur and be in existence continuing following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under pursuant to Section 3.3 7.06 or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerBorrower. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Borrower #96808608v5 Any designation of a Subsidiary of the Issuer Borrower as an Unrestricted Subsidiary will be evidenced to the Trustee Administrative Agent by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.37.06. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 7.03 (including pursuant to Section 7.06(b)(v) treating such redesignation as an acquisition for the purpose of such clause (v)), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer Borrower shall be evidenced to the Trustee Administrative Agent by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditionscondition.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Company may designate, by a certificate executed by a Responsible Officer of the Issuer may designate Company, any Restricted Subsidiary other than the Co-Issuer to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors A Responsible Officer of the Issuer Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default or Event of Default. (b) . Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with delivering to the Trustee a certified copy of a resolution of the Board of Directors of the Issuer Company giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.07 hereof. If, at any time, any Unrestricted Subsidiary would should fail to meet the preceding requirements as as, respectively, an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for the purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Company, as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.09 hereof, the Issuer Company will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerCompany; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to either be an Investment made as a “Restricted Payment” as of the time of the designation and that will reduce the amount available for Restricted Payments under Section 3.3 4.07(a) or represent a Permitted Investment under one or more clauses of the definition of “Permitted Investments, ,” as determined in good faith by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an “Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) ” Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.07. The Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 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 applicable reference period; (2) such Indebtedness is permitted under Section 4.12; and (3) no Default or Event of Default would be in existence following such designation. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness and Liens of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is or Liens are not permitted to be Incurred incurred as of such date under Section 3.2Sections 4.09 and/or 4.12, the Issuer will be in default of Section 3.24.09 and/or Section 4.12, as applicable. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary of the Parent, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if that the designation would not cause a Default; provided that the Issuer and Evraz Inc. NA may not be designated as an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Parent and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.07 hereof or under one or more clauses of the definition of “Permitted Investments, ,” as determined by the IssuerParent. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by promptly filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an in the definition of “Unrestricted Subsidiary, ,” it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture (and the Trustee shall be promptly provided with written notice of such cessation) and any Indebtedness Debt of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer Parent as of such date and, if such Indebtedness Debt is not permitted to be Incurred as of such date under Section 3.24.09 hereof, the Issuer Parent will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerParent; provided that such designation will be deemed to be an incurrence Incurrence of Indebtedness Debt by a Restricted Subsidiary of the Issuer Parent of any outstanding Indebtedness Debt of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness Debt is permitted under Section 3.2 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall a Subsidiary as a Restricted Subsidiary will be evidenced to the Trustee by promptly filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such the designation and an Officer’s Certificate certifying that such the designation complies complied with the preceding conditionsforegoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Company’s Board of Directors of the Issuer may designate any Restricted Subsidiary (other than BHA) to be an Unrestricted Subsidiary if that designation would not cause a Default. If Any designation of a Subsidiary as an Unrestricted Subsidiary will be deemed to be a designation of each of such entity’s Subsidiaries as Unrestricted Subsidiaries. Following the Issue Date, if a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will shall be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.8 hereof or under one or more of the clauses of the definition of “Permitted Investments, ,” as determined by the IssuerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Company’s Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that the redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 3.2, the Issuer will be in default of Section 3.2. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation redesignation will be deemed to be an incurrence of Indebtedness and, if applicable, an incurrence of related Liens by a Restricted Subsidiary of the Issuer Company of any outstanding Indebtedness and, if applicable, related Liens of such Unrestricted Subsidiary, Subsidiary and such designation redesignation will only be permitted if (1) such Indebtedness is and, if applicable, related Liens are permitted under Section 3.2 calculated 4.9 hereof and, if applicable, Section 4.11 hereof (other than clause (3) under the definition of “Permitted Liens”), calculated, if applicable, on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under as described in Section 3.3 herein or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) . Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.33.3 herein. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under by Section 3.23.2 herein, the Issuer will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 herein (including pursuant to clause (5) of the second paragraph 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 applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. From and after the Acquisition Closing Date: (a) The Board of Directors of the Issuer Company may designate any Restricted Subsidiary (or any person that upon its acquisition otherwise would become a Restricted Subsidiary) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer Company -60- and its the Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.07(b) or under one or more clauses of the definition of Permitted Investments, as determined by the IssuerCompany. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that the redesignation would not cause a Default. (b) Any designation of a Subsidiary any of the Issuer Company's Subsidiaries as an Unrestricted Subsidiary will pursuant to this Section 4.13 shall be evidenced to the Trustee by filing with the Trustee a resolution certified copy of the Board of Directors of the Issuer Resolution giving effect to such designation and an Officer’s Officers' Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.07. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will shall be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.09, the Issuer will Company shall be in default of such Section 3.2. (c) 4.09. The Company's Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 4.09 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer FEEC may designate any Restricted Subsidiary of FEEC (including any newly acquired or newly formed Subsidiary or Person that becomes a Subsidiary through merger or consolidation or Investment therein, but other than the Company) to be an Unrestricted Subsidiary with the consent of the Required Noteholders if that designation would not cause a Default. Default and the Subsidiary meets the requirements of clauses (a), (b), (c) or (d) of the definition of “Unrestricted Subsidiary.” If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer FEEC and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiarydesignation. The Board of Directors of the Issuer Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary with the consent of the Required Noteholders if that redesignation would not cause a Default. (b) Any designation of a Subsidiary of the Issuer FEEC as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer Resolutions giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by under Section 3.34.11. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements (including as set forth in the definition of Unrestricted Subsidiary) 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 incurred by a Restricted Subsidiary of the Issuer FEEC as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.09 hereof, the Issuer FEEC will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer FEEC may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of FEEC with the Issuerconsent of the Required Noteholders; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer FEEC of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1i) such Indebtedness is permitted under Section 3.2 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period4.09; and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by . (c) Notwithstanding any other provision of this Indenture, the Board of Directors of FEEC may not designate any Subsidiary of FEEC as an Unrestricted Subsidiary without the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution consent of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditionsRequired Noteholders.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer Parent may designate any Restricted Subsidiary of Parent (other than the Company) to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary of Parent is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Company, Parent and its the Restricted Subsidiaries of Parent in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for be treated as a Restricted Payments Payment under Section 3.3 3.03 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by the IssuerParent. That designation will only be permitted if the Investment would be permitted under this Indenture at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default or Event of Default. (b) . Any designation of a Subsidiary of the Issuer Parent as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution certified copy of the a Board Resolution of Directors of the Issuer Parent giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.33.03 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer Parent as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.23.02 hereof, the Issuer Parent will be in default of Section 3.2. (c) such covenant. The Board of Directors of the Issuer Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerParent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 3.02 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 (except a Reporting Default) or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. . (b) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Issuer Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 3.3 4.08 or under one or more clauses of the definition of “Permitted Investments, ,” as determined by the Issuer. That The designation of a Restricted Subsidiary as an Unrestricted Subsidiary will only be permitted if the deemed Investment resulting from such designation would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. . (c) The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (bd) Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the preceding conditions and was permitted by Section 3.34.08. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred incurred as of such date under Section 3.24.06, the Issuer will be in default of such Section 3.2. (c) 4.06. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the IssuerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1i) such Indebtedness is permitted under Section 3.2 4.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2ii) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions.