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 Company may designate any Subsidiary to be an Unrestricted Subsidiary if such Subsidiary: (1) has no Indebtedness other than Non-Recourse Debt; (2) does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of the Company or any of its Restricted Subsidiaries; (3) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if such Subsidiarydesignation is permitted under the covenant described in Section 4.12 and the Subsidiary to be so designated: (1) has no Indebtedness other than Non-Recourse Debt; (2a) does not own any Equity Interest of any Restricted SubsidiaryCapital Stock or Debt of, or own or hold any Liens Lien on any property of Property of, the Company or any of its other Restricted SubsidiariesSubsidiary; (3b) to the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Company or any Restricted Subsidiary is permitted under Section 4.11 and Section 4.12; (c) is not a party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might would not be obtained at the time from Persons who are not Affiliates of the Companypermitted by Section 4.16; (4d) is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation (a1) to subscribe for additional Equity Interests Capital Stock or (b2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;results except to the extent permitted by Section 4.11 and Section 4.14; and (5e) except has not Guaranteed any Debt of the Company of any of its Restricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the newly designated Unrestricted Subsidiary will be deemed to be an investment made as of the time of that designation and will either reduce the amount available for Restricted Payments under Section 4.12 or reduce the amount available for future Investments under one or more clauses of the definition of “Permitted Investments,” as the Company determines in its sole discretion. The designation of such a Subsidiary or Person as an “Unrestricted Subsidiary” will only be permitted if, in the case of a Restricted Subsidiary, the deemed Investment would be permitted at the time the Restricted Subsidiary Guarantor that is designated and, in any case, if that Subsidiary or Person otherwise satisfies the requirements of an “Unrestricted Subsidiary” set forth in this Section 4.19. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in accordance compliance with this IndentureSection 4.19, has not guaranteed or otherwise directly or indirectly provided credit support for such Restricted Subsidiary shall, by execution and delivery of a supplemental indenture in form satisfactory to the trustee, be released from any Indebtedness of the Company or any Subsidiary Guarantee previously made by such Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) . Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above preceding conditions and was permitted by the provisions of Section 4.10 4.12 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements of the provisions of paragraph (a) aboveas an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued Indenture, and any Indebtedness of such Subsidiary shall will be deemed to be Incurred incurred by a Restricted Subsidiary of the Company as of such date date, and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred incurred as of such date under Section 4.11 or if such Subsidiary is otherwise in default of any of the other covenants and provisions of Section 4.09 hereofthis Indenture or the Notes, the Company shall will be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determinecovenant. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, provided that (i) such designation shall will be deemed to be an Incurrence incurrence of Indebtedness by a one of the Company’s Restricted Subsidiary Subsidiaries of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under the provisions of Section 4.09 hereof4.11, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal four-quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereofreference period; and (iv2) no Default or Event of Default would be in existence immediately following such designation. Notwithstanding the foregoing, Embratel Participacoes S.A. (together with its successors and assigns, “Embratel”) is hereby designated as an Unrestricted Subsidiary as of the Issue Date (which designation shall not be deemed a Restricted Payment) and shall remain an Unrestricted Subsidiary until designated as a Restricted Subsidiary by the Company pursuant to the preceding paragraph.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary if unless such Subsidiary: (1) has no Indebtedness other than Non-Recourse Debt; (2) does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of the Company Subsidiary or any of its Restricted Subsidiaries; (3) is not party to Subsidiaries owns any agreementEquity Interests of, contractor owns or holds any Lien on any property of, arrangement or understanding with the Company Issuer or any Restricted other Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors Issuer that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall to be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution so designated; provided, however, that immediately after giving effect to such designation no Specified Event of Default shall have occurred and an Officers’ Certificate certifying be continuing as a result of such designation; provided, further, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation complied with the provisions of paragraph (a) above and was would be permitted by the provisions of under Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section3.4. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (db) The Board of Directors of the Company Issuer or any direct or indirect parent of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding . Any Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all any Liens upon property or encumbering its assets of such Unrestricted Subsidiary existing at the time of such designation would shall be permitted under deemed newly Incurred or established, as applicable, at such time. (c) Any such designation by the provisions Board of Directors of the Issuer or any direct or indirect parent of the Issuer pursuant to Section 4.11 hereof; 3.14(b) 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 or any direct or indirect parent of the Issuer giving effect to such designation and (iv) no Default or Event of Default would be in existence immediately following an Officer’s Certificate certifying that such designationdesignation complied with this Section 3.14.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if such Subsidiary; provided that: (1) has no any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness other than Non-Recourse Debtof the Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such incurrence of Indebtedness would be permitted under Section 4.06; (2) the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of such Subsidiary) will be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 4.07; (3) such Subsidiary does not own any Equity Interest of any Restricted SubsidiaryInterests of, or hold any Liens on any property of Property of, the Company or any of its Restricted SubsidiariesSubsidiary; (34) the Subsidiary being so designated: (a) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might would not be obtained at the time from Persons who are not Affiliates of the Companypermitted under Section 4.13 and; (4b) except as permitted under clauses (1) and (2) above, is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;. (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a no Default or Event of DefaultDefault would be in existence following such designation. (b1) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements any of the provisions of paragraph preceding requirements described in clause (a4) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares Indebtedness, Investments, or Liens on the property, of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred incurred by a Restricted Subsidiary of the Company as of such date and, if such Preferred Shares Indebtedness, Investments or Liens are not permitted to be issued or such Indebtedness is not permitted to be Incurred incurred as of such date under the provisions of Section 4.09 hereofthis Indenture, the Company shall be in default of such Sectionunder this Indenture. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d2) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that provided that: (iA) such designation shall be deemed to be an Incurrence incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof4.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal four-quarter for which internal financial statements are available; reference period; (iiB) all outstanding Investments owned by such Unrestricted Subsidiary shall will be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; 4.07; (iiiC) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof4.08; and and (ivD) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Parent Guarantor may designate any Subsidiary of the Parent Guarantor (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger, consolidation, amalgamation, arrangement or Investment therein), other than the Issuer, to be an Unrestricted Subsidiary if such Subsidiaryonly if: (1) such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of or have any Investment in, or own or hold any Lien on any property of, the Parent Guarantor or any other Subsidiary of the Parent Guarantor that is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary; (2) such Subsidiary has no Indebtedness other than Non-Recourse Debt; (23) does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property such designation and the Investment of the Company or any of its Restricted Subsidiaries; (3) is not party to any agreement, contract, arrangement or understanding Parent Guarantor in such Subsidiary complies with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the CompanySection 4.04; (4) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the business of the Parent Guarantor and its Subsidiaries; (5) such Subsidiary is a Person with respect to which neither the Company Parent Guarantor nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation obligation: (aA) to subscribe for additional Equity Interests or Capital Stock of such Person; or (bB) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary;; and (6) has at least one director on the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a party to any agreement, contract, arrangement or understanding with the Parent Guarantor or any of its Restricted Subsidiaries with terms substantially less favorable to the Parent Guarantor than those that might have been obtained from Persons who are not Affiliates of the Parent Guarantor. Any such designation by the Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary Parent Guarantor shall be evidenced to the Trustee by filing with the Trustee a certified copy Board Resolution of the Board Resolution of Directors of the Parent Guarantor giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied complies with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereofforegoing conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) abovean Unrestricted Subsidiary set forth in this Section 4.15(a), it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued the Indenture, and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof4.03, the Company shall Issuer will be in default of such SectionSection 4.03. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (db) The Board of Directors of the Company Parent Guarantor may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of the Parent Guarantor; provided that immediately after giving effect to such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereofdesignation, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and after giving effect to such transaction on a pro forma basis, the Consolidated Coverage Ratio would be in existence immediately following at least 2.0 to 1.0. Any such designationdesignation by the Board of Directors of the Parent Guarantor shall be evidenced to the Trustee by promptly furnishing the Trustee with a copy of the Board Resolution of the Board of Directors of the Parent Guarantor giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if such Subsidiary; provided that: (1) has no any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness other than Non-Recourse Debtof the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Company or such Restricted Subsidiary, as the case may be, at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 4.03; (2) does not own the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary being so designated (including any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of Guarantee by the Company or any Restricted Subsidiary of its Restricted Subsidiariesany Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Section 4.04; (3) such Subsidiary does not hold any Capital Stock or Indebtedness of, or own or hold any Lien on any property or assets of, or have any Investment in, the Company or any Restricted Subsidiary; (4) the Subsidiary being so designated: (i) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4ii) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (ai) to subscribe for additional Equity Interests or (bii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5iii) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director , except to the extent such Guarantee or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiarycredit support would be released upon such designation; and (75) such designation would not cause a no Default or Event of Default. (b) Default would be in existence following such designation. Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Officer’s Certificate and an Opinion of Counsel certifying that such designation complied with the provisions of paragraph (a) above preceding conditions and was permitted by the provisions of Section 4.10 hereofthis Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements any of the provisions of paragraph preceding requirements described in clause (a4) above, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Indenture, and any Preferred Shares Indebtedness, Investments, or Liens on the property, of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall will be deemed to be Incurred or made by a Restricted Subsidiary as of such date anddate, and if such Preferred Shares Indebtedness, Investments or Liens are not permitted to be issued Incurred or such Indebtedness is not permitted to be Incurred made as of such date under the provisions of Section 4.09 hereofthis Indenture, the Company shall will be in default of such Sectionunder this Indenture. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (db) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that provided that: (i1) such designation shall will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; 4.03; (ii2) all outstanding Investments owned by such Unrestricted Subsidiary shall will be deemed to be made as of the time of such designation and such Investments shall designation will only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; 4.04; (iii3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof4.06; and and (iv4) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate after the Issue Date any Subsidiary to be (including any newly acquired or newly formed Subsidiary) as an “Unrestricted Subsidiary if such Subsidiary” under this Indenture (a “Designation”) only if: (1) has no Indebtedness other than Non-Recourse DebtDefault or Event of Default shall have occurred and be continuing both immediately before and immediately after giving effect to such Designation; (2) does the Subsidiary to be so designated and its Subsidiaries do not at the time of Designation own any Equity Interest of any Restricted SubsidiaryCapital Stock or Indebtedness of, or own or hold any Liens on any property of the Company or any of its Restricted Subsidiaries; (3) is not party to any agreementLien with respect to, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or (other than any Subsidiary of the Subsidiary to be so designated); (3) all the Indebtedness of such Restricted Subsidiary than those that might be obtained and its Subsidiaries shall, at the time from Persons who are not Affiliates date of the Company;Designation, and will at all times thereafter, consist of Non-Recourse Debt; and (4) such Subsidiary is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation obligation: (a) to subscribe for additional Equity Interests or Capital Stock of such Subsidiary; or (b) to maintain or preserve such PersonSubsidiary’s financial condition or to cause such Person Subsidiary to achieve any specified levels of operating results;; and (5) except the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness shall be deemed to be an Investment made as of the time of the Designation and must comply with Section 4.08. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect such Revocation: (1) no Default or any Restricted SubsidiaryEvent of Default has occurred and is continuing after giving effect to such Revocation; (6a) has The Company would be able to Incur at least one director on its Board $1.00 of Directors that is not a director additional Indebtedness pursuant to Section 4.09(a) or executive officer of (b) the Consolidated Leverage Ratio for the Company and its Restricted Subsidiaries would be better than or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of equal to such ratio for the Company or any and its Restricted SubsidiarySubsidiaries immediately prior to such Revocation, in each case on a pro forma basis taking into account such Revocation; and (73) all Liens of such designation would not cause a Default or Event Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of Defaultthis Indenture. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary such Designation or Revocation shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements resolution of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company giving effect to such Designation or Revocation, as the case may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedbe, however, and an Officer’s Certificate certifying that such Designation or Revocation complied with the foregoing conditions. (ic) such designation shall A Revocation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture, and any Indebtedness of such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made Incurred as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designationdate.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) other than the Issuer to be an Unrestricted Subsidiary if such Subsidiaryif: (1) has no Indebtedness other than Non-Recourse DebtDefault or Event of Default shall have occurred and be continuing at the time of or after giving effect to such designation; (2) does such Subsidiary and any of its Subsidiaries do not own any Equity Interest of any Restricted SubsidiaryCapital Stock or Indebtedness of, or own or hold any Liens Lien on any property of the Company or any of its Restricted Subsidiaries; (3) is not party to any agreementProperty of, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted other than a Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the CompanySubsidiary to be designated an Unrestricted Subsidiary; (3) either: (A) the Subsidiary to be so designated has total Consolidated assets of £1,000 or less; or (B) if such Subsidiary has Consolidated assets greater than £1,000, then the Issuer would be permitted to make an Investment under Section 4.07 after giving effect to such designation in the amount specified in the definition of “Investment”; (4) all of the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, and will at all times thereafter, consist of Non-Recourse Debt unless the Guarantee or other credit support related to any such Indebtedness could be Incurred by the Company or the relevant Restricted Subsidiary under this Indenture; (5) such Subsidiary is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation obligation: (aA) to subscribe for additional Equity Interests or Capital Stock of such Person; or (bB) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary;; and (6) has at least one director on its Board of Directors that the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a director party to any agreement, contract, arrangement or executive officer of understanding with the Company Company, the Issuer or any other Restricted Subsidiary with terms substantially less favorable to the Company, the Issuer or any Restricted Subsidiary and has at least one executive officer than those that is might have been obtained from Persons who are not a director or executive officer Affiliates of the Company or other than transactions that comply with Section 4.11. In the event of any such designation, the Company shall be deemed to have made an Investment constituting a Restricted Subsidiary; and (7) such designation would not cause a Default or Event of DefaultPayment pursuant to Section 4.07. (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if immediately after giving effect to such designation: (1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such designation, (2) the Company could Incur £1.00 of additional Indebtedness under paragraph (a) of Section 4.09, and (3) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such designation would, if incurred at that time, have been permitted to be Incurred for all purposes of this Indenture. (c) Any such designation of a Subsidiary of the Company as an a Restricted Subsidiary or Unrestricted Subsidiary by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a certified copy of the resolution of the Board Resolution of Directors giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Sectionforegoing provisions. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) By resolution of the board of directors of the Company, the Company may designate any Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications and the designation would not cause a Default: (A) The Subsidiary does not own any Disqualified Stock or Debt of the Company or Disqualified, Debt or Preferred Stock of a Restricted Subsidiary or hold any Lien on any property of, the Company or any Restricted Subsidiary, if such Disqualified or Preferred Stock or Debt could not be Incurred under Section 4.05 or such Lien would violate Section 4.07; and (B) the Subsidiary does not own any Voting Stock of a Restricted Subsidiary, and all of its Subsidiaries are Unrestricted Subsidiaries. (2) At the time of the designation, the Company would be permitted to make a Restricted Payment under Section 4.06 in an amount equal to the Fair Market Value of the Investment in such Subsidiary. (3) Such Subsidiary has no Debt outstanding other than Non-Recourse Debt. (4) The Subsidiary is not party to any ongoing transaction or arrangement with the Company or any Restricted Subsidiary that would not be permitted under Section 4.12. Once so designated the Subsidiary will remain an Unrestricted Subsidiary, subject to paragraph (b) of this Section 4.14. (1) A Subsidiary previously designated an Unrestricted Subsidiary which fails at any time to meet the qualifications set forth in Section 4.14(a) will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in Section 4.14(d). (2) The Board of Directors of the Company may designate any an Unrestricted Subsidiary to be an Unrestricted a Restricted Subsidiary if such Subsidiary: (1) has no Indebtedness other than Non-Recourse Debt; (2) does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of the Company or any of its Restricted Subsidiaries; (3) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of 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 made at that time; (2) all existing Capital Stock or Debt of the Company or a Restricted Subsidiary held by such Unrestricted Subsidiary will be deemed Incurred at that time, and all Liens on property of the Company or a Restricted Subsidiary held by such Unrestricted Subsidiary will be deemed Incurred at that time; (3) all existing transactions between such Unrestricted Subsidiary and the Company or any Restricted Subsidiary will be deemed entered into at that time; (4) such Unrestricted Subsidiary will be released at that time from its Note Guarantee, if any; and (5) such Unrestricted Subsidiary will cease to be subject to the provisions of this Indenture as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary: (1) all of its Debt and Disqualified or Preferred Stock will be deemed Incurred at that time for purposes of Section 4.05, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.11; (2) Investments therein previously charged under the Section 4.06 will be credited thereunder; (3) it may be required to issue a Note Guarantee pursuant to Section 4.13; and (4) it will become subject to the provisions of this Indenture as a Restricted Subsidiary. (e) Any designation by the Board of Directors of the Company of a Subsidiary of the Company as an a Restricted Subsidiary or Unrestricted Subsidiary shall will be evidenced to the Trustee by promptly filing with the Trustee a certified copy of the Board Resolution giving effect to such the designation and an Officers’ Certificate certifying that such the designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Sectionforegoing provisions. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if such if: (a) the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary, (b) either: (1) the Subsidiary to be so designated has no Indebtedness other than Non-Recourse Debt;total assets of $1,000 or less, or (2) does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of the Company or any of its Restricted Subsidiaries; (3) such designation is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted effective immediately upon such entity becoming a Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;, and (4c) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support liable for any Indebtedness 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 the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted so designated (including any right to take enforcement action against the Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is so designated). 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 Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the third immediately following paragraph will not be satisfied after giving pro forma effect to such classification or if such Person is a Subsidiary of an Unrestricted Subsidiary. In addition, neither the Company nor any Restricted Subsidiaries Subsidiary shall become directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). Except as provided in the Subsidiary so designated shall be deemed to be an Investment made as first sentence of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investmentsnext preceding paragraph, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such no Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) abovemay be redesignated as an Unrestricted Subsidiary. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.174.11, such Restricted Subsidiary shall shall, by execution and delivery of a supplemental indenture in form satisfactory to the Trustee, be released from any Subsidiary Guarantee Guaranty previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) Restricted Subsidiary. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a immediately after giving pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed effect to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if such Subsidiary; provided that: (1) has no any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness other than Non-Recourse Debtof the Subsidiary being so designated shall be deemed to be an Incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 7.4; (2) does not own any Equity Interest of any Restricted Subsidiaryexcept as would be permitted under Section 7.7, or hold any Liens on any property of the Company or any of its Restricted Subsidiaries; (3) Subsidiary being so designated is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary thereof unless either (A) such agreement, contract, arrangement or understanding is with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Company and its Restricted Subsidiaries in the determination of the Board of Directors or the senior management of the Company, or (B) the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (73) such designation would not cause a no Default or Event of DefaultDefault would be in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ ' Certificate certifying that such designation complied with the provisions of paragraph (a) above preceding conditions and was permitted by the provisions of Section 4.10 hereofthis Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements any of the provisions of paragraph (a) abovepreceding requirements described in Section 7.9(a)(2), it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness Indebtedness, Investments, or Liens on the property, of such Subsidiary shall be deemed to be Incurred or made by a Restricted Subsidiary of the Company as of such date and, if such Preferred Shares Indebtedness, Investments or Liens are not permitted to be issued Incurred or such Indebtedness is not permitted to be Incurred made as of such date under the provisions of Section 4.09 hereofthis Indenture, the Company shall be in default of such Sectionunder this Indenture. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that provided that: (i1) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness (including any Non-Recourse Debt) of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available7.4; and (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv2) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary if so long as (i) such Subsidiary: (1) Subsidiary has no Indebtedness other than Non-Recourse Debt; Indebtedness, (2ii) does not own no default with respect to any Equity Interest Indebtedness of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any Restricted Subsidiary, or hold any Liens on any property other Indebtedness of the Company or any of its Restricted Subsidiaries; (3) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless to declare a default on such other Indebtedness or cause the terms payment thereof to be accelerated or payable prior to its stated maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate the provisions of Section 4.07 hereof, (iv) neither the Company nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary other than those that might be obtained at the time from Persons who are not Affiliates of the Company; , (4v) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests shares of Capital Stock or (b) other equity interests in such Subsidiary, or to maintain or preserve such Person’s Subsidiary's financial condition or to cause such Person Subsidiary to achieve any specified certain levels of operating results; , and (5vi) except in the case of a Subsidiary Guarantor that is designated as an such Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board board of Directors directors that is not a director or executive officer of the Company or any of its Restricted Subsidiary Subsidiaries and has at least one executive officer that is not a director or executive officer of the Company or any of its Restricted Subsidiary; and Subsidiaries. Notwithstanding the foregoing, the Company may not designate any Subsidiary Guarantor (7whether or not existing as of the Closing Date) such designation would not cause a Default or Event of Defaultas an Unrestricted Subsidary. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be as a Restricted Subsidiary; provided, however, provided that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately has occurred and is continuing following such designationdesignation and (ii) the Company could, at the time of making such designation and giving such pro forma effect as if such designation had been made at the beginning of the applicable four quarter period, incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) (treating any Indebtedness of such Unrestricted Subsidiary as the incurrence of Indebtedness by a Restricted Subsidiary).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board Company, by delivery of Directors of an Officers’ Certificate to the Company Trustee, may designate any Restricted Subsidiary to be an “Unrestricted Subsidiary,” in which event such Subsidiary if and each other Person that is then or thereafter becomes a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary: , if: (1) has no Indebtedness neither the Company nor any of its other Subsidiaries (other than Non-Recourse another Unrestricted Subsidiary) provides credit support for, or a Guarantee of, any Debt of such Subsidiary or any Subsidiary of such Subsidiary (including any undertaking, agreement or instrument evidencing such Debt; ) or is directly or indirectly liable for any Debt of such Subsidiary or any Subsidiary of such Subsidiary, and no default with respect to any Debt of such Subsidiary or any Subsidiary of such Subsidiary (including any right which the holders thereof may have to take enforcement action against such Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Debt of the Company and its Subsidiaries (other than another Unrestricted Subsidiary) to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity, except, in either case, to the extent that the amount of any such Debt constitutes a Restricted Payment or Permitted Investment that is made in compliance with Section 4.7; (2) such Subsidiary does not own any Equity Interest of any Restricted SubsidiaryCapital Stock of, or does not own or hold any Liens Lien on any property of, any other Restricted Subsidiary which is not a Subsidiary of the Company Subsidiary to be so designated or any of its Restricted Subsidiaries; otherwise an Unrestricted Subsidiary; (3) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of designation, the Company could make a Restricted Payment or Permitted Investment in an amount equal to the greater of the Company; Fair Market Value and book value of its interest in such Subsidiary pursuant to Section 4.7; (4) such Subsidiary is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation to (a) to subscribe for additional Equity Interests Capital Stock of such Subsidiary or (b) to maintain or preserve such PersonSubsidiary’s financial condition or to cause such Person Subsidiary to achieve any specified levels of operating results; , except in either case to the extent that the amount of any such obligation constitutes a Restricted Payment or Permitted Investment that is made in compliance with Section 4.7; and (5) except in no Default shall have occurred and be continuing at the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenturetime of, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) immediately after giving effect to, such designation would not cause a Default or Event of Defaultdesignation. (b) Any designation The Company, by delivery of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with to the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. IfTrustee, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness the Company if (1)(x) the Company would be able to Incur at least $1.00 of additional Debt pursuant to Section 4.9(a), or (y) the Consolidated Coverage Ratio of the Company would not be less than the Consolidated Coverage Ratio of the Company immediately prior to such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereofdesignation, calculated in each case on a pro forma basis as if taking into account such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are availabledesignation; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii2) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of outstanding immediately following such designation would would, if Incurred at such time, have been permitted to be permitted under the provisions Incurred for all purposes of Section 4.11 hereofthis Indenture; and (iv3) no Default or Event of Default would occur and be in existence immediately continuing following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company LLC Co-Issuer may designate any Subsidiary of the LLC Co-Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the LLC Co-Issuer, but excluding the LLC Co-Issuer and the Corporate Co-Issuer) to be an Unrestricted Subsidiary if unless such Subsidiary: (1) has no Indebtedness other than Non-Recourse Debt; (2) does not own Subsidiary or any of its Subsidiaries owns any Equity Interest of any Restricted SubsidiaryInterests or Indebtedness of, or hold owns or holds any Liens Lien on any property of, the LLC Co-Issuer or any other Subsidiary of the Company LLC Co-Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the LLC Co-Issuer or any of its Restricted Subsidiaries;; provided, further, however, that either: (3i) is not party the Subsidiary to any agreement, contract, arrangement be so designated has total consolidated assets of $1,000 or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;less; or (4ii) is a Person with respect to which neither the Company nor any Restricted if such Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indentureconsolidated assets greater than $1,000, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) then such designation would not cause a Default or Event of Defaultbe permitted under Section 3.4. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company LLC Co-Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: (i) (A) the LLC Co-Issuer could Incur $1.00 of additional Indebtedness pursuant to the Interest Coverage Ratio test described under Section 3.3 or (B) the Interest Coverage Ratio for the LLC Co-Issuer and its Restricted Subsidiaries would be equal to or greater than such designation shall be deemed ratio for the LLC Co-Issuer and its Restricted Subsidiaries immediately prior to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereofdesignation, calculated in each case on a pro forma basis as if taking into account such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; designation, and (ii) all outstanding Investments owned no Event of Default will have occurred and be continuing. (c) Any designation by such Unrestricted Subsidiary shall be deemed to be made as the Board of Directors of the time LLC Co-Issuer pursuant to Section 3.13(b) will be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the LLC Co-Issuer giving effect to such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of an Officer’s Certificate certifying that such designation would be permitted under the provisions of complied with this Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation3.13.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Issuer or any direct or indirect parent of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Issuer but excluding the Issuer) to be an Unrestricted Subsidiary if unless such Subsidiary: (1) has no Indebtedness other than Non-Recourse Debt; (2) does not own Subsidiary or any of its Subsidiaries owns any Equity Interest of any Restricted SubsidiaryInterests or Indebtedness of, or hold owns or holds any Liens Lien on any property of, the Issuer or any other Subsidiary of the Company Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries;; provided, further, however, that either: (3i) is not party the Subsidiary to any agreement, contract, arrangement be so designated has total consolidated assets of $1,000 or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;less; or (4ii) is a Person with respect to which neither the Company nor any Restricted if such Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indentureconsolidated assets greater than $1,000, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) then such designation would not cause a Default or Event of Defaultbe permitted under Section 3.4. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company Issuer or any direct or indirect parent of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: (i1) such designation shall be deemed to be an Incurrence the Issuer could Incur $1.00 of additional Indebtedness by a as Ratio Debt or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments Subsidiaries would be permitted under equal to or greater than such ratio for the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; Issuer and (iv) no Default or Event of Default would be in existence its Restricted Subsidiaries immediately following prior to such designation., in each case on Pro Forma Basis taking into account such designation, and

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors Unless designated as an Unrestricted Subsidiary, each newly acquired or created Subsidiary of the Company or a Restricted Subsidiary of the Company shall be a Restricted Subsidiary of the Company. Any Restricted Subsidiary of the Company (other than Co-Issuer Corp.) may designate be designated by the Company as an Unrestricted Subsidiary; provided that: (i) any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated shall be deemed to be an Unrestricted incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such Subsidiary: (1) has no designation, and such incurrence of Indebtedness other than Non-Recourse Debtwould be permitted under Section 4.09; (2ii) the aggregate Fair Market Value (as determined by senior management or the Board of Directors, unless such Fair Market Value exceeds $10.0 million, in which event such Fair Market Value must be determined by the Board of Directors) of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of such Subsidiary) shall be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 4.07; (iii) such Subsidiary does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens (other than Permitted Liens) on any property of the Company or any of its Restricted Subsidiaries;Subsidiary thereof; and (3iv) the Subsidiary being so designated: (A) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4B) is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation (a1) to subscribe for additional Equity Interests or (b2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;; and (5C) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted SubsidiarySubsidiaries, except to the extent such Guarantee or credit support would be released upon such designation; (6v) has at least one director on its Board no Default or Event of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted SubsidiaryDefault would be in existence following such designation; and (7vi) if the Subsidiary being so designated is a Significant Subsidiary (or if the group of Subsidiaries being so designated would together constitute a Significant Subsidiary), such designation would not cause must be evidenced to the Trustee by filing with the Trustee a Default or Event certified copy of Defaulta resolution of the Board of Directors giving effect to such designation. (b) Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above preceding conditions and was permitted by the provisions of Section 4.10 hereofthis Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements any of the provisions preceding requirements described in Section 4.16(a)(iv) and such failure continues for a period of paragraph (a) above30 days, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares Indebtedness, Investments, or Liens on the property, of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred incurred or made by a Restricted Subsidiary of the Company as of such date and, if such Preferred Shares Indebtedness, Investments or Liens are not permitted to be issued incurred or such Indebtedness is not permitted to be Incurred made as of such date under the provisions of Section 4.09 hereofthis Indenture, the Company shall be in default violation of such Sectionthe applicable provisions of this Indenture. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided, however, that provided that: (i) such designation shall be deemed to be an Incurrence incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal applicable two-quarter for which internal financial statements are available; reference period; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; 4.07; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof4.12; and and (iv) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Issuer to be an Unrestricted Subsidiary if such Subsidiaryif: (i) either (A) the Issuer or a Restricted Subsidiary, as the case may be, is permitted to make an Investment in such Subsidiary equal to the sum of the (1) has no Indebtedness Fair Market Value of the Capital Stock of such Subsidiary plus (2) the amount of any Debt owed by such Subsidiary to the Issuer, in each case pursuant to Section 4.10(a), or (3) such Investment constitutes a Permitted Investment; (ii) immediately after giving pro forma effect to such designation, the Issuer could Incur at least $1.00 of additional Debt pursuant to Section 4.09(a)(i); and (iii) such Subsidiary does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Issuer or any Restricted Subsidiary and does not have any Debt other than Non-Recourse Debt; (2) does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of the Company or any of its Restricted Subsidiaries; (3) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is Unless so designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the any Person that becomes a Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, Issuer will be classified as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation Subsidiary shall not be deemed to be an Incurrence of Indebtedness by designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if such Person is a Subsidiary of an Unrestricted Subsidiary. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt (other than Debt pursuant to the Indenture) that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any outstanding Indebtedness of Unrestricted Subsidiary (including any right to take enforcement action against any such Unrestricted Subsidiary). (c) The Board of Directors may designate any Unrestricted Subsidiary and such designation shall only to be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereofa Restricted Subsidiary if, calculated on a immediately after giving pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed effect to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.,

Designation of Restricted and Unrestricted Subsidiaries. (ai) The Board of Directors or chief financial officer of the Company may designate any Subsidiary of the Company, including a newly acquired or created Subsidiary of Company, to be an Unrestricted Subsidiary if such Subsidiaryit meets the following qualifications: (1A) has no Indebtedness other than Non-Recourse Debt; (2) such Subsidiary does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of the Company or any other Restricted Subsidiary of Company; (B) Company would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value (as determined by the Company in good faith) of all Investments of Company or its Restricted Subsidiaries in such Subsidiary (valued at Company’s and its Restricted Subsidiaries’ proportional share of the fair market value (as determined by the Company in good faith) of such Subsidiary’s assets less liabilities); (3C) is not party to any agreement, contract, arrangement Guarantee or understanding with the other credit support thereof by Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement Company is permitted under Section 8(a) or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the CompanySection 8(g); (4D) is a Person with respect to which neither the Company nor any Restricted Subsidiary of Company has any direct or indirect obligation (a) to subscribe for additional Equity Interests of such Subsidiary or (b) to maintain or preserve such Person’s its financial condition or to cause such Person it to achieve any specified levels of operating resultsresults except to the extent permitted by Section 8(a) or Section 8(g); (5E) except in the case immediately before and after such designation, no Default or Event of a Default shall have occurred and be continuing or would result from such designation; and (F) no Subsidiary Guarantor that is may be designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed if it is a “restricted subsidiary” or otherwise directly a “guarantor” (or indirectly provided credit support any similar designation) for any other Indebtedness of the Company or any a Restricted Subsidiary of Company. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (ii). (ii) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections (i)(A), (i)(C), (i)(D) or (i)(F) of this Section 7(k) will be deemed to become at that time a Restricted Subsidiary;, subject to the consequences set forth in subsection (iv) of Section 7(k). (6iii) has at least one director on its The Board of Directors that is not of Company may designate an Unrestricted Subsidiary to be a director or executive officer Restricted Subsidiary if no Event of Default exists at the time of the Company or any Restricted Subsidiary designation and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or an Event of Default. (biv) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by Upon a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as becoming an Unrestricted Subsidiary, the aggregate Fair Market Value , (A) all existing Investments of all outstanding Investments owned by the Company and the Restricted Subsidiaries in of Company therein (valued at Company’s and its Restricted Subsidiaries’ proportional share of the Subsidiary so designated shall fair market value of its assets less liabilities) will be deemed made at that time; (B) all existing Equity Interest or Indebtedness of Company or a Restricted Subsidiary of Company held by it will be deemed issued or incurred, as applicable, at that time, and all Liens on property of Company or a Restricted Subsidiary of Company securing its obligations will be deemed incurred at that time; (C) all existing transactions between it and Company or any Restricted Subsidiary of Company will be deemed entered into at that time; (D) it will be released at that time from its Guaranty; and (E) it will cease to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of subject to the provisions of paragraph this Agreement as a Restricted Subsidiary. (av) above. Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 7(k)(ii), (A) all of its Indebtedness and Liens will be deemed incurred at that time for purposes of Section 8(a) and Section 8(g), as applicable; (B) all Investments therein previously charged under Section 8(g) will be credited thereunder; (C) it shall be required to become a Guarantor pursuant to Section 8(i) if required thereunder; and (D) it will be subject to the provisions of this Agreement as a Restricted Subsidiary. (vi) Any designation by the Board of Directors or chief financial officer of Company of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall after the Closing Date will be released from any Subsidiary Guarantee previously made evidenced to the Investors by such Subsidiary in accordance promptly filing with the provisions Investors a copy of Section 10.05 hereof. (d) The the resolutions of the Board of Directors of giving effect to the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under a certificate of a Responsible Officer certifying that the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at designation complied with the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designationforegoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if such Subsidiarydesignation is permitted under the covenant described in Section 4.12 and the Subsidiary to be so designated: (1) has no Indebtedness other than Non-Recourse Debt; (2a) does not own any Equity Interest of any Restricted SubsidiaryCapital Stock or Debt of, or own or hold any Liens Lien on any property of Property of, the Company or any of its other Restricted SubsidiariesSubsidiary; (3b) to the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Company or any Restricted Subsidiary is permitted under Section 4.11 and Section 4.12; (c) is not a party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might would not be obtained at the time from Persons who are not Affiliates of the Companypermitted by Section 4.16; (4d) is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation (a1) to subscribe for additional Equity Interests Capital Stock or (b2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;results except to the extent permitted by Section 4.11 and Section 4.12; and (5e) except has not Guaranteed any Debt of the Company of any of its Restricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the newly designated Unrestricted Subsidiary will be deemed to be an investment made as of the time of that designation and will either reduce the amount available for Restricted Payments under Section 4.12 or reduce the amount available for future Investments under one or more clauses of the definition of “Permitted Investments,” as the Company determines in its sole discretion. The designation of such a Subsidiary or Person as an “Unrestricted Subsidiary” will only be permitted if, in the case of a Restricted Subsidiary, the deemed Investment would be permitted at the time the Restricted Subsidiary Guarantor that is designated and, in any case, if that Subsidiary or Person otherwise satisfies the requirements of an “Unrestricted Subsidiary” set forth in this Section 4.19. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in accordance compliance with this IndentureSection 4.19, has not guaranteed or otherwise directly or indirectly provided credit support for such Restricted Subsidiary shall, by execution and delivery of a supplemental indenture in form satisfactory to the trustee, be released from any Indebtedness of the Company or any Subsidiary Guarantee previously made by such Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) . Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above preceding conditions and was permitted by the provisions of Section 4.10 4.12 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements of the provisions of paragraph (a) aboveas an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued Indenture, and any Indebtedness of such Subsidiary shall will be deemed to be Incurred incurred by a Restricted Subsidiary of the Company as of such date date, and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred incurred as of such date under Section 4.11 or if such Subsidiary is otherwise in default of any of the other covenants and provisions of Section 4.09 hereofthis Indenture or the Notes, the Company shall will be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determinecovenant. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, provided that (i) such designation shall will be deemed to be an Incurrence incurrence of Indebtedness by a one of the Company’s Restricted Subsidiary Subsidiaries of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under the provisions of Section 4.09 hereof4.11, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal four-quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereofreference period; and (iv2) no Default or Event of Default would be in existence immediately following such designation. Notwithstanding the foregoing, Embratel Participacoes S.A. (together with its successors and assigns, “Embratel”) is hereby designated as an Unrestricted Subsidiary as of the Issue Date (which designation shall not be deemed a Restricted Payment) and shall remain an Unrestricted Subsidiary until designated as a Restricted Subsidiary by the Company pursuant to the preceding paragraph.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if such Subsidiary; provided that: (1) has no any Guarantee by the Company or any Restricted Subsidiary of the Company of any Indebtedness other than Non-Recourse Debtof the Subsidiary being so designated shall be deemed to be an incurrence of Indebtedness by the Company 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; (2) the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary of the Company of any Indebtedness of such Subsidiary) shall be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 4.10 hereof; (3) such Subsidiary does not own any Equity Interest of any Restricted SubsidiaryInterests of, or hold any Liens on any property of of, the Company or any of its Restricted Subsidiaries;Subsidiary thereof; and (34) the Subsidiary being so designated: (a) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4b) is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation (ai) to subscribe for additional Equity Interests or (bii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;; and (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6c) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any of its Restricted Subsidiary and Subsidiaries or has at least one executive officer that is not a director or executive officer of the Company or any of its Restricted SubsidiarySubsidiaries; and (75) such designation would not cause a no Default or Event of Default. (b) Default would be in existence following such designation. Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above preceding conditions and was permitted by the provisions of Section 4.10 hereofthis Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements any of the provisions of paragraph preceding requirements described in clause (a4) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares Indebtedness, Investments, or Liens on the property, of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred incurred by a Restricted Subsidiary of the Company as of such date and, if such Preferred Shares Indebtedness, Investments or Liens are not permitted to be issued or such Indebtedness is not permitted to be Incurred incurred as of such date under the provisions of Section 4.09 hereofthis Indenture, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determinedefault. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided, however, that provided that: (i1) such designation shall be deemed to be an Incurrence incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal four-quarter for which internal financial statements are available; reference period; (ii2) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; ; (iii3) all Liens upon property or assets on any of the properties of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 4.12 hereof; and and (iv4) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Administrative Borrower to be an Unrestricted Subsidiary if (i) immediately after giving pro forma effect to such Subsidiarydesignation, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Subsidiary to be so designated: (1a) does not own any Stock or Indebtedness of, or own or hold any Lien on any property of, the Administrative Borrower or any other Restricted Subsidiary or is not otherwise required by the terms of this Agreement to be a Restricted Subsidiary, a Borrower or a Guarantor; (b) has no Indebtedness other than Non-Recourse Debt;Indebtedness: (1) as to which neither the Administrative Borrower nor any of its Restricted Subsidiaries (A) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (B) is directly or indirectly liable as a guarantor or otherwise, or (C) constitutes the lender; provided, however, that the designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower and its Restricted Subsidiaries at the date of such designation and the Administrative Borrower or a Restricted Subsidiary may, to the extent permitted by Section 7.2(i), make an Investment in an Unrestricted Subsidiary at any time on or following the date such Subsidiary is designated as an Unrestricted Subsidiary in accordance with this Section 6.16; and (2) does not own no default with respect to which (including any Equity Interest rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any Restricted Subsidiary, or hold other Indebtedness (other than any Liens on any property guarantee permitted by the proviso to the preceding clause (1)) of the Company Administrative Borrower or any of its Restricted SubsidiariesSubsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; (3c) is not party to any agreement, contract, arrangement or understanding with the Company Administrative Borrower or any Restricted Subsidiary of the Administrative Borrower unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company Administrative Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the CompanyAdministrative Borrower; (4d) is a Person with respect to which neither the Company Administrative Borrower nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation (a1) to subscribe for additional Equity Interests Stock or (b2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5e) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company Administrative Borrower or any of its Restricted Subsidiary;Subsidiaries; and (6f) has at least one director on its Board board of Directors directors that is not a director or executive officer of the Company Administrative Borrower or any of its Restricted Subsidiary Subsidiaries and has at least one executive officer that is not a director or executive officer of the Company Administrative Borrower or any of its Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereofSubsidiaries. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is Unless so designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the any Person that is or becomes a Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Borrower will be classified as a Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) aboveSubsidiary. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17covenant, such Restricted Subsidiary shall be automatically released from any Subsidiary Guarantee the Guaranty previously made by such Restricted Subsidiary and, if such Restricted Subsidiary is a Borrower, shall be automatically released from the Loan Documents (but the pledge and grant of security interest in accordance with the provisions Stock of Section 10.05 hereof. such Restricted Subsidiary shall not be released upon such designation). The Administrative Agent (dor any other representative holding security in Collateral) will, at the Administrative Borrower’s expense, execute and deliver to the Administrative Borrower such documents as the Administrative Borrower may reasonably request to evidence such release. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, howeverif, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a immediately after giving pro forma basis as if effect to such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) designation, no Default or Event of Default shall have occurred and be continuing or would result therefrom and the provisions of Section 6.13 shall be applicable to such newly-designated Restricted Subsidiary. Any such designation or redesignation by the Board of Directors will be evidenced to the Administrative Agent by filing with the Administrative Agent (within five Business Days after adoption of such resolution) a board resolution giving effect to such designation or redesignation and an officers’ certificate signed by two Responsible Officers that: (a) certifies that such designation or redesignation complies with the preceding provisions; and (b) gives the effective date of such designation or redesignation. The Administrative Borrower shall not enter into, or permit a Restricted Subsidiary to enter into, any transaction with an Unrestricted Subsidiary that, if in effect at the time of designation of such Subsidiary as an Unrestricted Subsidiary, would be in existence immediately following such designationinconsistent with the above restrictions as to designation of Restricted Subsidiaries as Unrestricted Subsidiaries.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of either of the Company Issuers or any direct or indirect parent of the Lux Co-Issuer may designate any Subsidiary of the Lux Co-Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Lux Co-Issuer but excluding the U.S. Co-Issuer) to be an Unrestricted Subsidiary if unless such Subsidiary: (1) has no Indebtedness other than Non-Recourse Debt; (2) does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of the Company Subsidiary or any of its Restricted Subsidiaries; (3) is not party to Subsidiaries owns any agreementEquity Interests of, contractor owns or holds any Lien on any property of, arrangement or understanding with the Company Lux Co-Issuer or any Restricted other Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors Lux Co-Issuer that is not a director or executive officer Subsidiary of the Company or any Restricted Subsidiary to be so designated; provided, however, that immediately after giving effect to such designation, no Specified Event of Default shall have occurred and has at least one executive officer be continuing as a result of such designation; provided, further, however, that is not a director or executive officer of the Company or any Restricted Subsidiary; andeither: (7i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would not cause a Default or Event of Defaultbe permitted under Section 3.4. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of either of the Company Issuers or any direct or indirect parent of the Lux Co-Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding . Any Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all any Liens upon property or encumbering its assets of such Unrestricted Subsidiary existing at the time of such designation would shall be permitted under deemed newly incurred or established, as applicable, at such time. (c) Any such designation by the provisions Board of Directors of either of the Issuers or any direct or indirect parent of the Lux Co-Issuer shall be evidenced to the Trustee by promptly delivering to the Trustee a copy of the resolution of the Board of Directors of either of the Issuers or any direct or indirect parent of the Lux Co-Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with this Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation3.14.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary if unless such Subsidiary: (1) has no Indebtedness other than Non-Recourse Debt; (2) does not own Subsidiary or any of its Subsidiaries owns any Equity Interest of any Restricted SubsidiaryInterests or Indebtedness of, or hold owns or holds any Liens Lien on any property of, the Company or any other Subsidiary of the Company (other than any Subsidiary of the Subsidiary to be so designated); provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries (other than Equity Interests of Unrestricted Subsidiaries;); provided, further, however, that either: (31) is not party the Subsidiary to any agreement, contract, arrangement be so designated has total consolidated assets of $1,000 or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;less; or (42) is a Person with respect to which neither the Company nor any Restricted if such Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indentureconsolidated assets greater than $1,000, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) then such designation would not cause a Default or Event of Defaultbe permitted under Section 4.07 hereof. (b) Any designation The Board of a Subsidiary Directors of the Company as an may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: (1) (A) the Company could Incur $1.00 of additional Indebtedness pursuant to the Debt to Adjusted EBITDA Ratio test described in Section 4.09(a) hereof or (B) the Debt to Adjusted EBITDA Ratio for the Company and its Restricted Subsidiaries would be less than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation; and, (2) no Event of Default shall have occurred and be continuing. (c) Any designation by the Board of Directors of the Company contemplated by this Section 4.18 shall be evidenced to the Trustee by promptly filing with the Trustee a certified copy of the resolution of the Board Resolution of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof4.18. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Company’s Board of Directors may designate any of its Subsidiaries, including any newly formed Subsidiary or any Person that shall become a Subsidiary of the Company may designate any Subsidiary by way of acquisition, to be an Unrestricted Subsidiary if such Subsidiarysubject to the following conditions: (1) such Subsidiary has no Indebtedness Debt other than Non-Recourse Debt; (2) does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of the Company or any of its Restricted Subsidiaries; (3) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted such Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness Debt of the Company or any of its Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted SubsidiarySubsidiaries; and (73) the deemed Investment in such designation would not cause a Default or Event Subsidiary on account of Default. (b) Any the designation of a such Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee permitted by filing with the Trustee a certified copy of the Board Resolution giving effect to Section 4.09. (b) Upon any such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the its Restricted Subsidiaries in the newly designated Unrestricted Subsidiary so designated shall be deemed to be an Investment made as of the time of such that designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof 4.09 or reduce the amount available for future Investments investments under one or more clauses of the definition of “Permitted Investments, ,” as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary determines in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereofits sole discretion. (dc) The Company’s Board of Directors of the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that Subsidiary of the Company subject to the following conditions: (i1) such designation Subsidiary executes and delivers to the Trustee a supplemental indenture providing for a Guarantee by such Subsidiary if required pursuant to Section 4.16; and (2) the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary would not cause a Default, it being understood that any Debt, Liens, agreements or transactions of such Unrestricted Subsidiary outstanding at the time of such redesignation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of Incurred or entered into at such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designationtime.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors After the Issue Date, the Company shall only be permitted to designate a Subsidiary of the Company may designate any Subsidiary to be as an “Unrestricted Subsidiary if such Subsidiary” (a “Designation”) if: (1i) has no Indebtedness other than Non-Recourse Debt; (2) does not own Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of transactions between the Company or any of its Restricted SubsidiariesSubsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.9; and (ii) the Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.6(a) in an amount (the “Designation Amount”) equal to the amount of the Company’s Investment in such Subsidiary on such date. (b) Neither the Company nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, or Guarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); (3ii) is not party be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any agreementIndebtedness of any Unrestricted Subsidiary, contractexcept: (1) in the case of Section 3.19(b)(i), arrangement Section 3.19(b)(ii) or understanding with Section 3.19(b)(iii), any pledge by the Company or any Restricted Subsidiary unless of the terms Capital Stock of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of which recourse to the Company or any Restricted Subsidiary is limited to such Capital Stock; (2) in the case of Section 3.19(b)(i) or Section 3.19(b)(ii), to the extent treated and has at least one executive officer permitted as a Restricted Payment or Permitted Investment in accordance with Section 3.6 and as an Incurrence of Indebtedness permitted under Section 3.4; and (3) in the case of Section 3.19(b)(iii), to the extent that the ability to declare a default or accelerate the payment is not limited to a director default or executive officer acceleration on the obligation or instrument of the Company or a Restricted Subsidiary treated as a Restricted Payment or Permitted Investment and Incurrence of Indebtedness incurred in accordance with Section 3.19(b)(1). (c) The Company may revoke any Restricted SubsidiaryDesignation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (7ii) all Liens and Indebtedness of such designation would not cause a Default or Event of DefaultUnrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred hereunder. (bd) Any designation The Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary. All Designations and Revocations must be evidenced by resolutions of the Board of Directors, delivered to the Trustee by filing certifying compliance with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Sectionpreceding provisions. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if such Subsidiary; provided that: (1) has no any Guarantee by the Company or any Restricted Subsidiary of the Company of any Indebtedness other than Non-Recourse Debtof the Subsidiary being so designated shall be deemed to be an incurrence of Indebtedness by the Company 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; (2) the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary of the Company of any Indebtedness of the Subsidiary) shall be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 4.10 hereof; (3) such Subsidiary does not own any Equity Interest of any Restricted SubsidiaryInterests of, or hold any Liens on any property of of, the Company or any of its Restricted SubsidiariesSubsidiary thereof; (34) the Subsidiary being so designated: (a) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4b) is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation (ai) to subscribe for additional Equity Interests or (bii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;; and (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6c) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any of its Restricted Subsidiary Subsidiaries and has at least one executive officer that is not a director or executive officer of the Company or any of its Restricted SubsidiarySubsidiaries; and (75) such designation would not cause a no Default or Event of Default. (b) Default would be in existence immediately following such designation. Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above preceding conditions and was permitted by the provisions of Section 4.10 hereofthis Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided, however, that provided that: (i1) such designation shall be deemed to be an Incurrence incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal four-quarter for which internal financial statements are available; reference period; (ii2) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; ; (iii3) all Liens upon property or assets on any of the properties of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 4.12 hereof; and and (iv4) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if such the Subsidiary to be so designated: (i) does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary, (ii) has no Debt other than Debt: (1) has no Indebtedness other than Non-Recourse as to which neither the Company nor any of its Restricted Subsidiaries (A) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt;), (B) is directly or indirectly liable as a Guarantor or otherwise, or (C) constitutes the lender; provided, however, the Company or a Restricted Subsidiary may loan, advance or extend credit to, or Guarantee the Debt of, an Unrestricted Subsidiary at any time following the date such Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 4.11, (2) does not own no default with respect to which (including any Equity Interest rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Debt (other than the Notes or any Guarantee permitted by the proviso to the preceding clause (a)(ii)(1)) of the Company or any of its Restricted SubsidiarySubsidiaries to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its Stated Maturity, and (3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or hold any Liens on any property other Property of the Company or any of its Restricted Subsidiaries, except for Debt that has been Guaranteed as permitted by the proviso to the preceding clause (a)(ii)(1); (3iii) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4iv) is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation (a1) to subscribe for additional Equity Interests Capital Stock or (b2) to maintain or preserve such Person’s 's financial condition or to cause such Person to achieve any specified levels of operating results; (5v) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness Debt of the Company or any of its Restricted Subsidiary;Subsidiaries; and (6vi) has at least one director on its Board board of Directors directors that is not a director or executive officer of the Company or any of its Restricted Subsidiary Subsidiaries and has at least one executive officer that is not a director or executive officer of the Company or any of its Restricted Subsidiary; and (7) such designation would not cause a Default or Event of DefaultSubsidiaries. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) 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 Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the Restricted Subsidiaries requirements set forth in clauses (d)(i) and (ii) of this Section 4.16 will not be satisfied after giving pro forma effect to such classification or if such Person is a Subsidiary of an Unrestricted Subsidiary. (c) Except as provided in the Subsidiary so designated shall be deemed to be an Investment made as first sentence of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph clause (a) aboveof this Section 4.16, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary, and neither the Company nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.174.16, such Restricted Subsidiary shall shall, by execution and delivery of a supplemental indenture, substantially in the form of Exhibit F hereto, be released from any Subsidiary Guarantee Guaranty previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereofRestricted Subsidiary. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that immediately after giving pro forma effect to such designation, (i) such designation shall be deemed the Company could Incur at least $1.00 of additional Debt pursuant to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof4.10(a)(i), calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; and (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default shall have occurred and be continuing or would result therefrom. (e) Any such designation or redesignation by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation or redesignation and an Officers' Certificate that: (i) certifies that such designation or redesignation complies with the preceding provisions, and (ii) gives the effective date of such designation or redesignation, such filing with the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in existence immediately following which such designationdesignation or redesignation is made (or, in the case of a designation or redesignation made during the last fiscal quarter of the Company's fiscal year, within 90 days after the end of such fiscal year).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary to be an Unrestricted Subsidiary if such Subsidiary: (1) has no Indebtedness other than Non-Recourse Debt; (2) does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of the Company or any of its Restricted Subsidiaries; (3) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) 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 Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if such Subsidiary; provided that: (1) has immediately after and giving effect to such designation, no Indebtedness other than Non-Recourse DebtDefault or Event of Default shall have occurred and be continuing; (2) does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property at the time of the Company designation, the Issuer and its Restricted Subsidiaries could make a Restricted Payment in an amount equal to the Fair Market Value of the Subsidiary so designated in compliance with Section 4.4; (3) at the time of such designation, to the extent that any Indebtedness of the Subsidiary so designated is not Non-Recourse Debt, any guarantee or other credit support thereof by the Issuer or any of its Restricted SubsidiariesSubsidiaries could be incurred at such time in compliance with Section 4.3 and Section 4.4; (34) such Subsidiary is not party to any agreement, contract, arrangement or understanding with the Company Issuer or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable would, immediately after giving effect to the Company or such Restricted Subsidiary than those that might designation, be obtained at the time from Persons who are not Affiliates of the Company;permitted by Section 4.8; and (45) such Subsidiary is a Person with respect to which neither the Company Issuer nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; results unless such obligation could be performed by the Issuer in compliance with Section 4.4 (5) except in and the case maximum amount of such obligation shall be deemed to be an Investment by the Issuer for purposes of Section 4.4). Any designation of a Restricted Subsidiary Guarantor that is designated of the Issuer as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolutions of the Board Resolution of Directors of the Issuer giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereofpreceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements of the provisions of paragraph (a) aboveas an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares Indebtedness of such Subsidiary shall will be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred incurred as of such date under the provisions of Section 4.09 hereof4.3, the Company shall Issuer will be in default of such SectionSection 4.3. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (db) The Board of Directors of the Company Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedprovided that: (1) immediately after and giving effect to such designation, however, that no Default or Event of Default shall have occurred and be continuing; (i2) such designation shall will be deemed to be an Incurrence incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if such Indebtedness is permitted under Section 4.3; (3) the provisions aggregate Fair Market Value of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such the Unrestricted Subsidiary shall so designated will be deemed to be an Investment made as of the time of the designation and any such designation and such Investments shall will only be permitted if such Investments the Investment would be permitted under the provisions of at that time in compliance with Section 4.10 hereof; 4.4; (iii4) all Liens upon property or and assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof4.5; and and (iv5) no Default or Event of Default would be in existence immediately following such designationUnrestricted Subsidiary becomes a Guarantor pursuant to Section 4.9.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary, including a newly acquired or created Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein, to be an Unrestricted Subsidiary if such Subsidiary:it meets the following qualifications and the designation would not cause a Default. (1) has no Indebtedness other than Non-Recourse Debt; (2) Such Subsidiary does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property Capital Stock of the Company or any Restricted Subsidiary (other than a Restricted Subsidiary that is contemporaneously being designated as an Unrestricted Subsidiary) or hold any Debt of, or any Lien on any property of, the Company or any Restricted Subsidiary (except to the extent permitted by this Indenture); and (2) At the time of its Restricted Subsidiaries;designation, the designation would be permitted under Section 4.07. (3) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Company or any Restricted Subsidiary is permitted under Section 4.06 and Section 4.07. (4) The Subsidiary is not party to any agreement, contract, transaction or arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might would not be obtained at the time from Persons who are not Affiliates of the Company;permitted under Section 4.14. (45) is a Person with respect to which neither Neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests of the Subsidiary or (b) to maintain or preserve such Person’s its financial condition or to cause such Person it to achieve any specified levels of operating resultsresults except to the extent permitted by Section 4.06 and Section 4.07. Once so designated the Subsidiary will remain an Unrestricted Subsidiary, subject to paragraph (b). (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 (d). (2) The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (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; (52) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed all existing Capital Stock or otherwise directly or indirectly provided credit support for any Indebtedness Debt of the Company or any a Restricted SubsidiarySubsidiary 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; (63) has at least one director on its Board of Directors that is not a director or executive officer of all existing transactions between it and the Company or any Restricted Subsidiary and has will be deemed entered into at least one executive officer that time; (4) it is not a director or executive officer of the Company or any Restricted Subsidiaryreleased at that time from its Note Guaranty, if any; and (75) such designation would not cause it will cease to be subject to the provisions of this Indenture as a Default or Event of DefaultRestricted Subsidiary. (bd) 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 4.13; (2) Investments therein previously charged under Section 4.07 will be credited thereunder; (3) it may be required to issue a Note Guaranty of the Notes pursuant to Section 4.11; 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 Company as an a Restricted Subsidiary or Unrestricted Subsidiary shall will be evidenced to the Trustee by promptly filing with the Trustee a certified copy of the Board Resolution giving effect to such the designation and an Officers’ Officer’s Certificate certifying that such the designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Sectionforegoing provisions. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary to be an Unrestricted Subsidiary if such Subsidiary: (1) has no Indebtedness other than Non-Recourse Debt; (2) does not own any Equity Interest of any Restricted Subsidiary, Unless defined or hold any Liens on any property of the Company or any of its Restricted Subsidiaries; (3) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the aggregate Fair Market Value Corporation or any of all outstanding Investments owned its Restricted Subsidiaries shall be classified as a Restricted Subsidiary subject to the provisions of the next paragraph. The Corporation may designate a Subsidiary (including a newly formed or newly acquired Subsidiary) of the Corporation or any of its Restricted Subsidiaries as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns or holds any Capital Stock or Indebtedness of, or holds any Lien on any Property of, the Corporation, or any Restricted Subsidiary of the Corporation; provided, however, (i) such designation is effective on the Issue Date or within 30 days after the first meeting of the Board of Directors to occur following the date on which such Subsidiary became a Subsidiary of the Corporation or of a Restricted Subsidiary or (ii) the Subsidiary to be so designated has total assets of US $1,000 or less. An Unrestricted Subsidiary may be redesignated as a Restricted Subsidiary upon compliance with the provisions of the next paragraph. The designation of an Unrestricted Subsidiary or removal of such designation shall be made by the Company Board of Directors pursuant to a Board Resolution delivered to the Trustee and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made effective as of the time date specified in such Board Resolution, which shall not be prior to the date such Board Resolution is delivered to the Trustee. (b) The Corporation will not, and will not permit any of such designation and shall either reduce the amount available for its Restricted Payments under Section 4.10(a) hereof Subsidiaries to, take any action or reduce the amount available for future Investments under one enter into any transaction or more clauses series of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment transactions that would be permitted at such time and if such result in a Person becoming a Restricted Subsidiary otherwise meets (whether through an acquisition or otherwise) unless, after giving effect to such action, transaction or series of transactions, on a pro forma basis, (i) the requirements Corporation could Incur at least US $1.00 of the provisions additional Indebtedness pursuant to clause (i) of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary 3.03 and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would occur or be in existence immediately following such designationcontinuing.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary to of the Company, including any Subsidiary previously designated as an Unrestricted Subsidiary, as a Restricted Subsidiary; PROVIDED, that a Restricted Subsidiary which has been designated as an Unrestricted Subsidiary may not be designated as a Restricted Subsidiary before the date which is one year after the date such Restricted Subsidiary most recently became an Unrestricted Subsidiary. PROVIDED that the Consolidated Net Worth of the Company and the Restricted Subsidiaries at the time of such designation is not less than $400,000,000 and shall not be reduced below $400,000,000 by such designation, the Board of Directors of the Company may designate any Subsidiary of the Company, including any Subsidiary previously designated as a Restricted Subsidiary, as an Unrestricted Subsidiary if such Subsidiary: (1a) has no Indebtedness other than Non-Recourse Debt; (2) the Subsidiary to be so designated does not own any Equity Interest of any Restricted SubsidiaryCapital Stock or indebtedness of, or own or hold any Liens Lien on any property of the Company or any of its Restricted Subsidiaries; (3) is not party to any agreementProperty of, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreementSubsidiary, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) the Subsidiary to maintain be so designated is not obligated by any indebtedness or preserve such Person’s financial condition Lien that, if in default, would result (with the passage of time or to cause such Person to achieve notice or otherwise) in a default on any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness indebtedness of the Company or any Restricted Subsidiary; , and (6c) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary immediately after and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) after giving effect to such designation would not cause a designation, no Default or Event of Default. (b) Any designation of a Default shall have occurred and be continuing. Unless so designated as an Unrestricted Subsidiary, any Subsidiary of the Company will be classified as an Unrestricted Subsidiary a Restricted Subsidiary. Upon any such designation by the Board of Directors of the Company, the Company shall be evidenced promptly deliver to the Trustee by filing with the Trustee Agent a certified copy of the resolution of such Board Resolution giving effect to such designation and an Officers’ Officer's Certificate certifying that such designation complied demonstrating (with the provisions of paragraph (aapplicable computations in reasonable detail) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned compliance by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary SECTIONS 9.6 AND 9.7 and this SECTION 9.17 after giving effect to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and stating that, immediately after and after giving effect to such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; designation, there existed and (iv) exists no Default or Event of Default would be in existence immediately following such designationDefault.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company (other than any Issuer) to be an Unrestricted Subsidiary if such Subsidiary; provided that: (1i) has no any guarantee by the Company or any Restricted Subsidiary of any Indebtedness other than Non-Recourse Debtof the Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by the Company 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; (2ii) does not own the aggregate fair market value (as determined in good faith by the Company) of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Equity Interest guarantee by the Company or any Restricted Subsidiary thereof of any Restricted Indebtedness of such Subsidiary, ) will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Section 4.07 hereof; (iii) the Subsidiary being so designated: (A) has not guaranteed or hold otherwise directly or indirectly provided credit support for any Liens on any property Indebtedness of the Company 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 (3) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4B) is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation (ai) to subscribe for additional Equity Interests or (bii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; results (5) except in to the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiaryextent permitted under Section 4.07 hereof); and (7iv) such designation would not cause a no Default or Event of DefaultDefault would be in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the provisions of paragraph (a) above preceding conditions and was permitted by the provisions of Section 4.10 hereofthis Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements any of the provisions preceding requirements described in clause (iii) of paragraph (a) aboveSection 4.18(a), it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares Indebtedness, Investments, or Liens on the property, of such Subsidiary shall will be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred incurred or made by a Restricted Subsidiary of the Company as of such date and, if such Preferred Shares Indebtedness, Investments or Liens are not permitted to be issued incurred or such Indebtedness is not permitted to be Incurred made as of such date under the provisions of Section 4.09 hereofthis Indenture, the Company shall will be in default of such Sectionunder this Indenture. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that provided that: (i) such designation shall will be deemed to be an Incurrence incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness (including any Obligations that are non-recourse) of such Unrestricted Subsidiary and such designation shall will only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; and (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) . (a) The Board of Directors of the Company or any direct or indirect parent of the Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger, amalgamation or consolidation or Investment therein) to be an Unrestricted Subsidiary if such Subsidiaryonly if: (1) such Subsidiary or any of its Subsidiaries has no not Guaranteed any Capital Stock or Indebtedness of and does not own any Capital Stock in, the Company or any Restricted Subsidiary and does not hold any Liens on any property or assets of the Company or any Restricted Subsidiary (other than a Subsidiary of the Subsidiary to be so designated); (2) all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, and will for so long as it is an Unrestricted Subsidiary, consist of Non-Recourse Debt; (23) does not own any Equity Interest the aggregate Fair Market Value of any Restricted Subsidiary, or hold any Liens on any property all outstanding Investments of the Company or any of and its Restricted Subsidiaries;Subsidiaries in such Subsidiary complies with Section 4.07 or constitutes a Permitted Investment; and (34) except as permitted under Section 4.11, on the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the with terms of any such agreement, contract, arrangement or understanding are no substantially less favorable to the Company or such Restricted Subsidiary Subsidiary, when taken as a whole, than those that might be would have been obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither . Any such designation by the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels Board of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness Directors of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director direct or executive officer indirect parent of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of after the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary Issue Date shall be evidenced to the Trustee by filing with the Trustee a certified copy resolution of the Board Resolution of Directors of the Company or any direct or indirect parent of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied complies with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereofforegoing conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements of the provisions of paragraph (a) aboveas an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Sectiondate. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (db) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedprovided that immediately after giving effect to such designation, however, that no Event of Default shall have occurred and be continuing or would occur as a consequence thereof and either (i) the Company would be permitted to Incur at least $1.00 of additional Indebtedness as Ratio Debt after giving effect to such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; or (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as the Consolidated Coverage Ratio of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of Company after giving effect to such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default equal to or Event of Default would be in existence greater than such ratio immediately following prior to such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) Except during a Suspension Period, the Board of Directors of the Parent may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary of the Issuers) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Issuers or any of their Restricted Subsidiaries; provided, however, that: (1) any Guarantee by an Issuer or any of the Restricted Subsidiaries of any Indebtedness of the Subsidiary being so designated shall be deemed an “Incurrence” of such Indebtedness and an “Investment” by such Issuer or Restricted Subsidiary (or all, if applicable) at the time of such designation; (2) either (i) the Subsidiary to be so designated has total assets of $1,000 or less or (ii) if such Subsidiary has assets greater than $1,000, such designation would be permitted under Section 4.7 hereof; and (3) if applicable, the Incurrence of Indebtedness and the Investment referred to in clause (i) above would be permitted under Sections 4.7 and 4.9 hereof. (b) The Board of Directors of the Company Parent may designate any Unrestricted Subsidiary to be an Unrestricted Subsidiary if such a Restricted Subsidiary; provided, however, that: (1) has no Indebtedness other than Non-Recourse Debt;Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such designation; and (2) does not own any Equity Interest all Indebtedness of any Restricted Subsidiarysuch Unrestricted Subsidiary outstanding immediately after such designation would, or hold any Liens on any property if Incurred at such time, have been permitted to be Incurred (and shall be deemed to have been Incurred) for all purposes of the Company or any of its Restricted Subsidiaries;this Indenture. (3c) is not party to any agreement, contract, arrangement or understanding with Any such designation by the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary Parent shall be evidenced to the Trustee by promptly filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof4.16. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors After the Issue Date, the Company shall only be permitted to designate a Subsidiary of the Company may designate any Subsidiary to be as an “Unrestricted Subsidiary if such Subsidiary” (a “Designation”) if: (1i) has no Indebtedness other than Non-Recourse Debt; (2) does not own Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of transactions between the Company or any of its Restricted SubsidiariesSubsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.9; (3ii) is not party the Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.6(a) in an amount (the “Designation Amount”) equal to the amount of the Company’s Investment in such Subsidiary on such date. (b) Neither the Company nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, or Guarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any agreementIndebtedness of any Unrestricted Subsidiary, contractexcept: (1) in the case of Section 3.19(b)(i), arrangement Section 3.19(b)(ii) or understanding with Section 3.19(b)(iii), any pledge by the Company or any Restricted Subsidiary unless of the terms Capital Stock of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of which recourse to the Company or any Restricted Subsidiary is limited to such Capital Stock; (2) in the case of Section 3.19(b)(i) or Section 3.19(b)(ii), to the extent treated and has at least one executive officer permitted as a Restricted Payment or Permitted Investment in accordance with Section 3.6 and as an Incurrence of Indebtedness permitted under Section 3.4; and (3) in the case of Section 3.19(b)(iii), to the extent that the ability to declare a default or accelerate the payment is not limited to a director default or executive officer acceleration on the obligation or instrument of the Company or a Restricted Subsidiary treated as a Restricted Payment or Permitted Investment and Incurrence of Indebtedness incurred in accordance with Section 3.19(b)(1). (c) The Company may revoke any Restricted SubsidiaryDesignation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (7ii) all Liens and Indebtedness of such designation would not cause a Default or Event of DefaultUnrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred hereunder. (bd) Any designation The Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary. All Designations and Revocations must be evidenced by resolutions of the Board of Directors, delivered to the Trustee by filing certifying compliance with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Sectionpreceding provisions. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors may designate any Restricted Subsidiary of the Company may designate or any Subsidiary Affiliate Guarantor (including any newly acquired or newly formed Subsidiary) other than the Issuer to be an Unrestricted Subsidiary if such Subsidiaryif: (1) has no Indebtedness other than Non-Recourse DebtDefault or Event of Default shall have occurred and be continuing at the time of or after giving effect to such designation; (2) does such Restricted Subsidiary and any of its Subsidiaries do not own any Equity Interest of any Restricted SubsidiaryCapital Stock or Indebtedness of, or own or hold any Liens Lien on any property of the Company or any of its Restricted Subsidiaries; (3) is not party to any agreementProperty of, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless other than a Subsidiary of the terms Restricted Subsidiary to be designated an Unrestricted Subsidiary; (3) either: (A) the Restricted Subsidiary to be so designated has total Consolidated assets of any such agreement, contract, arrangement £1,000 or understanding are no less favorable to the Company or less; or (B) if such Restricted Subsidiary has Consolidated assets greater than those that might £1,000, then the Company would be obtained at permitted to make an Investment under Section 4.07 after giving effect to such designation in the time from Persons who are not Affiliates amount specified in the definition of the Company“Investment”; (4) all of the Indebtedness of such Restricted Subsidiary and its Subsidiaries shall, at the date of designation, and will at all times thereafter, consist of Non-Recourse Debt unless the Guarantee or other credit support related to any such Indebtedness could be Incurred by the Company or the relevant Restricted Subsidiary under this Indenture; (5) such Restricted Subsidiary is a Person with respect to which neither the Company nor any other Restricted Subsidiary has any direct or indirect obligation obligation: (aA) to subscribe for additional Equity Interests or Capital Stock of such Person; or (bB) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary;; and (6) has at least one director on its Board of Directors that the date such Restricted Subsidiary is designated an Unrestricted Subsidiary, such Restricted Subsidiary is not a director party to any agreement, contract, arrangement or executive officer understanding with the Company, the Issuer or any other Restricted Subsidiary with terms substantially less favorable to the Company, the Issuer or any other Restricted Subsidiary than those that might have been obtained from Persons who are not Affiliates of the Company or other than transactions that comply with Section 4.11. In the event of any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of such designation, the Company or any shall be deemed to have made an Investment constituting a Restricted Subsidiary; and (7) such designation would not cause a Default or Event of DefaultPayment pursuant to Section 4.07. (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if immediately after giving effect to such designation: (1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such designation, (2) the Company could Incur £1.00 of additional Indebtedness under paragraph (a) of Section 4.09, and (3) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such designation would, if incurred at that time, have been permitted to be Incurred for all purposes of this Indenture. (c) Any such designation of a Subsidiary of the Company as an a Restricted Subsidiary or Unrestricted Subsidiary by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a certified copy of the resolution of the Board Resolution of Directors giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Sectionforegoing provisions. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if if, immediately following such Subsidiarydesignation and any concurrent designation under any indenture pursuant to which the Company has outstanding Subordinated Debt, the Subsidiary to be so designated: (1) has no Indebtedness other than Non-Recourse Debt; (2i) does not own any Equity Interest of any Restricted SubsidiaryCapital Stock or Debt of, or own or hold any Liens Lien on any property Property of, the Company or any other Restricted Subsidiary, (ii) has no Debt other than Debt: 1) as to which neither the Company nor any of its Restricted Subsidiaries (A) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt), (B) is directly or indirectly liable as a Guarantor or otherwise, or (C) constitutes the lender; provided, however, the Company or a Restricted Subsidiary may loan, advance or extend credit to, or Guarantee the Debt of, an Unrestricted Subsidiary at any time following the date such Subsidiary is designated as an Unrestricted Subsidiary in accordance with the restricted payments covenant, if any, in the applicable supplemental indenture as to each Series of Securities, 2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Debt (other than the Securities or any Guarantee permitted by the proviso to the preceding clause (a)(ii)(1)) of the Company or any of its Restricted Subsidiaries to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its Stated Maturity, and 3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or other Property of the Company or any of its Restricted Subsidiaries, except for Debt that has been Guaranteed as permitted by the proviso to the preceding clause (a)(ii)(1); (3iii) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4iv) is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation (a1) to subscribe for additional Equity Interests Capital Stock or (b2) to maintain or preserve such Person’s 's financial condition or to cause such Person to achieve any specified levels of operating results; (5v) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness Debt of the Company or any of its Restricted Subsidiary;Subsidiaries; and (6vi) has at least one director on its Board board of Directors directors that is not a director or executive officer of the Company or any of its Restricted Subsidiary Subsidiaries and has at least one executive officer that is not a director or executive officer of the Company or any of its Restricted Subsidiary; and (7) such designation would not cause a Default or Event of DefaultSubsidiaries. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) 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 Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if (i) either of the Restricted Subsidiaries requirements set forth in clauses (d)(i) and (ii) of this Section 4.09 will not be satisfied after giving pro forma effect to such classification or if such Person is a Subsidiary of an Unrestricted Subsidiary; or (ii) if such Subsidiary is engaged in the Subsidiary so designated shall be deemed to be an Investment made business of originating residential home loans, title insurance and reinsurance or closing or settlement services. (c) Except as provided in the first sentence of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph clause (a) aboveof this Section 4.09, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary, and neither the Company nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.174.09, such Restricted Subsidiary shall shall, by execution and delivery of a supplemental indenture be released from any Subsidiary Guarantee Guaranty previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereofRestricted Subsidiary. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that immediately after giving pro forma effect to such designation, (i) such designation shall be deemed the Company could Incur at least $1.00 of additional Debt pursuant to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereoftest set forth in the applicable supplemental indenture, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; and (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default shall have occurred and be continuing or would result therefrom. (e) Any such designation or redesignation by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation or redesignation and an Officers' Certificate that: (i) certifies that such designation or redesignation complies with the preceding provisions, and (ii) gives the effective date of such designation or redesignation, such filing with the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in existence immediately following which such designationdesignation or redesignation is made (or, in the case of a designation or redesignation made during the last fiscal quarter of the Company's fiscal year, within 90 days after the end of such fiscal year).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company (other than the Co-Issuer) to be an Unrestricted Subsidiary; provided that: (i) any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated shall be deemed to be an Incurrence of Indebtedness by the Company 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; (ii) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) shall be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 4.07; (iii) the Subsidiary being so designated: (1) has no Indebtedness other than Non-Recourse Debt; (2) does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of the Company or any of its Restricted Subsidiaries; (3) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary thereof unless either (A) such agreement, contract, arrangement or understanding is with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Company and its Restricted Subsidiaries in the determination of a majority of the disinterested members of the Board of Directors or the senior management of the Company, or (B) the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (42) is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation (aA) to subscribe for additional Equity Interests or (bB) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;; and (53) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiary; Subsidiaries, except (6A) has at least one director on its Board to the extent such Guarantee or credit support would be released upon such designation or (B) a pledge of Directors the Equity Interests of the Unrestricted Subsidiary that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiaryobligor thereunder; and (7iv) such designation would not cause a no Default or Event of DefaultDefault would be in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above preceding conditions and was permitted by the provisions of Section 4.10 hereofthis Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements any of the provisions of paragraph (a) abovepreceding requirements described in Section 4.16(a)(iii), it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness Indebtedness, Investments, or Liens on the property, of such Subsidiary shall be deemed to be Incurred or made by a Restricted Subsidiary of the Company as of such date and, if such Preferred Shares Indebtedness, Investments or Liens are not permitted to be issued Incurred or such Indebtedness is not permitted to be Incurred made as of such date under the provisions of Section 4.09 hereofthis Indenture, the Company shall be in default of such Sectionunder this Indenture. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that provided that: (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness (including any Non-Recourse Debt) of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; 4.09; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments designation shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; 4.07; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof4.12; and and (iv) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if: (i) either (A) the Company or a Restricted Subsidiary, as the case may be, is permitted to make an Investment in such Subsidiary equal to the sum of the (1) Fair Market Value of the Capital Stock of such Subsidiary plus (2) the amount of any Debt owed by such Subsidiary to the Company, in each case pursuant to Section 4.10(a) or (B) such Investment constitutes a Permitted Investment, (ii) immediately after giving pro forma effect to such designation, the Company could Incur at least US$1.00 of additional Debt pursuant to Section 4.09(a)(i), and (iii) such Subsidiary does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any Restricted Subsidiary. (b) Notwithstanding the foregoing, following the Issue Date the Company may designate any Subsidiary of the Company, at or prior to the time it becomes a Subsidiary of the Company, to be an Unrestricted Subsidiary if such Subsidiary: (1) has no Indebtedness other than Non-Recourse Debt; (2) does not own any Equity Interest of any Restricted Subsidiary, or hold and unless designated by the Company as an Unrestricted Subsidiary, any Liens on any property Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if the requirements set forth in clauses (d)(i) and (d)(ii) below will not be satisfied after giving pro forma effect to such classification or any if such Person is a Subsidiary of its Restricted Subsidiaries;an Unrestricted Subsidiary. (3c) is not party to any agreementExcept as provided in clause (b) above, contract, arrangement or understanding with the Company or any no Restricted Subsidiary unless the terms of any such agreementmay be redesignated as an Unrestricted Subsidiary, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which and neither the Company nor any Restricted Subsidiary has shall at any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise time be directly or indirectly provided credit support liable for any Indebtedness Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the Company payment thereof to be accelerated or any Restricted Subsidiary; (6) has at least one director on payable prior to its Board of Directors that is not a director or executive officer of Stated Maturity upon the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation occurrence of a Subsidiary default with respect to any Debt, Lien or other obligation of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail (including any right to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of take enforcement action against such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above). Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17covenant, such Restricted Subsidiary shall shall, by execution and delivery of a supplemental indenture in form satisfactory to the Trustee, be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereofRestricted Subsidiary. (d) The An Unrestricted Subsidiary may be redesignated as a Restricted Subsidiary by the Board of Directors or, if the Company's interest in the Fair Market Value of the Company may at any time designate any Unrestricted net assets of such Subsidiary is less than US$10.0 million, the Company, so long as, immediately after giving pro forma effect to be a Restricted Subsidiary; provided, however, that such designation, (i) such designation shall be deemed the Company could Incur at least US$1.00 of additional Debt pursuant to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; 4.09(a)(i) and (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default shall have occurred and be continuing or would result therefrom. (e) Any such designation or redesignation will be evidenced to the Trustee by filing with the Trustee an Officers' Certificate that: (i) certifies that such designation or redesignation complies with the foregoing provisions, and (ii) gives the effective date of such designation or redesignation, and, if applicable, a Board Resolution giving effect to such designation or redesignation, such filing with the Trustee to occur within 60 days after the end of the fiscal quarter of the Company in existence immediately following which such designationdesignation or redesignation is made (or, in the case of a designation or redesignation made during the last fiscal quarter of the Company's fiscal year, within 90 days after the end of such fiscal year).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if such if: (a) the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary, (b) either: (1) the Subsidiary to be so designated has no Indebtedness other than Non-Recourse Debt;total assets of $1,000 or less, or (2) does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property such designation is effective either immediately upon such entity becoming a Subsidiary of the Company or any as of its Restricted Subsidiaries;the date hereof, and (3c) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support liable for any Indebtedness 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 the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted so designated (including any right to take enforcement action against the Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is so designated). 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 Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the third immediately following paragraph will not be satisfied after giving pro forma effect to such classification or if such Person is a Subsidiary of an Unrestricted Subsidiary. In addition, neither the Company nor any Restricted Subsidiaries Subsidiary shall become directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). Except as provided in the Subsidiary so designated shall be deemed to be an Investment made as first sentence of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investmentsnext preceding paragraph, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such no Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) abovemay be redesignated as an Unrestricted Subsidiary. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.174.11, such Restricted Subsidiary shall shall, by execution and delivery of a supplemental indenture in form satisfactory to the Trustee, be released from any Subsidiary Guarantee Guaranty previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) Restricted Subsidiary. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a immediately after giving pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed effect to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Borrower may designate any Restricted Subsidiary of the Borrower to be an Unrestricted Subsidiary if such Subsidiary; provided, that: (1i) has no the aggregate fair market value, as determined in good faith by the Board of Directors of the Borrower, of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Borrower or any Restricted Subsidiary thereof of any Indebtedness other than Non-Recourse Debt;of such Subsidiary) will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Section 6.7 hereof, including as a Permitted Investment. (2ii) such Subsidiary does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of the Company Borrower or any of its Restricted SubsidiariesSubsidiary thereof; (3iii) the Subsidiary being so designated: (A) is not party to any agreement, contract, arrangement or understanding with the Company Borrower or any Restricted Subsidiary of the Borrower unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;Borrower or would be permitted under Section 6.9 hereof; and (4B) is a Person with respect to which neither the Company Borrower nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) Interests, except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiarywould be permitted under Section 6.7 hereof; and (7iv) such designation would not cause a Default or No Event of DefaultDefault would be in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Company Borrower as an Unrestricted Subsidiary shall will be evidenced to the Trustee Agent by filing with the Trustee a certified copy of Agent the Board Resolution board resolution giving effect to such designation and a certificate duly executed by an Officers’ Certificate Authorized Person of the Borrower certifying that such designation complied with the provisions of paragraph (a) above preceding conditions and was permitted by the provisions of Section 4.10 hereofthis Agreement. If, at any time, any Unrestricted Subsidiary (x) would fail to meet the requirements any of the provisions preceding requirements described in subclauses (A) or (B) of paragraph clause (aiii) aboveof Section 6.11(a), it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Agreement and any Preferred Shares Indebtedness, Investments, or Liens on the property, of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall will be deemed to be Incurred or made by a Restricted Subsidiary of the Borrower as of such date and, if such Preferred Shares Indebtedness, Investments or Liens are not permitted to be issued Incurred or such Indebtedness is not permitted to be Incurred made as of such date under the provisions this Agreement, such event will constitute an Event of Section 4.09 hereof, the Company shall be in default of such SectionDefault under this Agreement. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that that: (i) such designation shall will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; Permitted Indebtedness; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall will be deemed to be made as of the time of such designation and such Investments shall designation will only be permitted if such Investments would be permitted under the provisions of Section 4.10 6.7 hereof; , including as Permitted Investments; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereofPermitted Liens; and and (iv) no Default or Event of Default would be in existence immediately following such designation. Notwithstanding the provisions set forth above with respect to “Unrestricted Subsidiaries”, the Borrower shall not designate any Subsidiary as an Unrestricted Subsidiary, to the extent that such Subsidiary (x) directly or indirectly owns a Refinery (other than a Specified Asset or an Excluded Refinery) or (y) is not an “Unrestricted Subsidiary” for purposes of the ABL Documents.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if such Subsidiary; provided that: (1) has no any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness other than Non-Recourse Debtof the Subsidiary being so designated will, except to the extent repaid, be deemed to be an Incurrence of Indebtedness by the Company or such Restricted Subsidiary, as the case may be, at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 4.03; (2) does not own the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary being so designated (including any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of Guarantee by the Company or any Restricted Subsidiary of its Restricted Subsidiariesany Indebtedness of such Subsidiary) will, except to the extent repaid, be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Section 4.04; (3) such Subsidiary does not hold any Capital Stock or Indebtedness of, or own or hold any Lien on any property or assets of, or have any Investment in, the Company or any Restricted Subsidiary; (4) the Subsidiary being so designated: (i) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4ii) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (ai) to subscribe for additional Equity Interests or (bii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;; and (5iii) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director , except to the extent such Guarantee or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiarycredit support would be released upon such designation; and (75) such designation would not cause a no Default or Event of Default. (b) Default would be in existence following such designation. Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with delivering to the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Officer’s Certificate and an Opinion of Counsel certifying that such designation complied with the provisions of paragraph (a) above preceding conditions and was permitted by the provisions of Section 4.10 hereofthis Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements any of the provisions of paragraph preceding requirements described in clause (a4) above, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Indenture, and any Preferred Shares Indebtedness, Investments or Liens on the property of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall will be deemed to be Incurred or made by a Restricted Subsidiary as of such date anddate, and if such Preferred Shares Indebtedness, Investments or Liens are not permitted to be issued Incurred or such Indebtedness is not permitted to be Incurred made as of such date under the provisions of Section 4.09 hereofthis Indenture, the Company shall will be in default of such Sectionunder this Indenture. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (db) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that provided that: (i1) such designation shall will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; 4.03; (ii2) all outstanding Investments owned by such Unrestricted Subsidiary shall will be deemed to be made as of the time of such designation and such Investments shall designation will only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; 4.04; (iii3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof4.06; and and (iv4) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if such Subsidiaryif: (1) has no Indebtedness other than Non-Recourse Debt; (2) a. the Subsidiary to be so designated does not own any Equity Interest of any Restricted SubsidiaryCapital Stock or Debt of, or own or hold any Liens Lien on any property of Property of, the Company or any other Restricted Subsidiary, and b. either: i. the Subsidiary to be so designated has total assets of its Restricted Subsidiaries;$1,000 or less, or (3) is not party to ii. if the Subsidiary has consolidated assets greater than $1,000, then the designation would be permitted under Section 4.05. Unless so designated as an Unrestricted Subsidiary, any agreement, contract, arrangement or understanding with Person that becomes a Subsidiary of the Company or any will be classified as a Restricted Subsidiary; provided, that the Subsidiary shall not be designated a Restricted Subsidiary unless and shall be automatically classified as an Unrestricted Subsidiary if the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) Person is a Person with respect to which Subsidiary of an Unrestricted Subsidiary. In addition, neither the Company nor any Restricted Subsidiary has shall at any direct time be directly or indirect obligation indirectly liable for any Debt that provides that the holder thereof may (awith the passage of time or notice or both) declare a default thereon or cause the payment thereof to subscribe for additional Equity Interests be accelerated or (b) payable prior to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in its Stated Maturity upon the case occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary Guarantor that is designated in existence and classified as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of at the time the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an liable for that Debt (including any right to take enforcement action against that Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine). Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that (i) such designation shall be deemed immediately after giving pro-forma effect to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate after the Issue Date any Subsidiary to be (including any newly acquired or newly formed Subsidiary) as an “Unrestricted Subsidiary if such Subsidiary” under this Indenture (a “Designation”) only if: (1) has no Indebtedness other than Non-Recourse DebtDefault or Event of Default shall have occurred and be continuing both immediately before and immediately after giving effect to such Designation; (2) does the Subsidiary to be so designated and its Subsidiaries do not at the time of Designation own any Equity Interest of any Restricted SubsidiaryCapital Stock or Indebtedness of, or own or hold any Liens on any property of the Company or any of its Restricted Subsidiaries; (3) is not party to any agreementLien with respect to, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or (other than any Subsidiary of the Subsidiary to be so designated); (3) all the Indebtedness of such Restricted Subsidiary than those that might be obtained and its Subsidiaries shall, at the time from Persons who are not Affiliates date of the Company;Designation, and will at all times thereafter, consist of Non-Recourse Debt; and (4) such Subsidiary is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation obligation: (a) to subscribe for additional Equity Interests or Capital Stock of such Subsidiary; or (b) to maintain or preserve such PersonSubsidiary’s financial condition or to cause such Person Subsidiary to achieve any specified levels of operating results;; and (5) except the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness shall be deemed to be an Investment made as of the time of the Designation and must comply with Section 4.08. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect such Revocation: (1) no Default or any Restricted SubsidiaryEvent of Default has occurred and is continuing after giving effect to such Revocation; (6a) has The Company would be able to Incur at least one director on its Board $1.00 of Directors that is not a director additional Indebtedness pursuant to Section 4.09(a) or executive officer of (b) the Consolidated Leverage Ratio for the Company and its Restricted Subsidiaries would be equal to or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of less than such ratio for the Company or any and its Restricted SubsidiarySubsidiaries immediately prior to such Revocation, in each case on a pro forma basis taking into account such Revocation; and (73) all Liens of such designation would not cause a Default or Event Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of Defaultthis Indenture. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary such Designation or Revocation shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements resolution of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company giving effect to such Designation or Revocation, as the case may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedbe, however, and an Officer’s Certificate certifying that such Designation or Revocation complied with the foregoing conditions. (ic) such designation shall A Revocation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture, and any Indebtedness of such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made Incurred as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designationdate.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate after the Issue Date any Subsidiary to be as an “Unrestricted Subsidiary if such Subsidiary” (a “Designation”) only if: (1) has no Indebtedness other than Non-Recourse DebtDefault or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (A) the Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation) pursuant to Section 4.07 in an amount (the “Designation Amount”) equal to the greater of (1) the net book value of the Company’s interest in such Subsidiary calculated in accordance with GAAP or (2) does not own any Equity Interest the Fair Market Value of any Restricted the Company’s interest in such Subsidiary, or hold any Liens on any property of or (B) the Company or any of its Restricted SubsidiariesDesignation Amount is less than $1,000; (3) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Company which is not simultaneously being designated an Unrestricted Subsidiary; (4) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness, provided that an Unrestricted Subsidiary may provide a Note Guarantee; and (5) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary shall be deemed a Person with respect to which neither Restricted Payment. In the event of any such Designation, the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe shall be deemed, for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels all purposes of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of to have made an Investment equal to the Company or any Designation Amount that constitutes a Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of DefaultPayment pursuant to Section 4.07. (b) Any designation The Company shall not and shall not cause or permit any Restricted Subsidiary to at any time (1) provide credit support for, Guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), provided, however, that the provisions of this clause (b)(1) shall not be deemed to prevent Permitted Investments in Unrestricted Subsidiaries that are otherwise allowed under this Indenture, or (2) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary. (c) For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced deemed to be the Trustee by filing with the Trustee a certified copy Designation of all of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares Subsidiaries of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereofSubsidiaries. (d) The Board of Directors of the Company may at revoke any time designate any Designation of a Subsidiary as an Unrestricted Subsidiary to be (a Restricted Subsidiary; provided, however, that “Revocation”) if: (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv1) no Default or Event of Default would shall have occurred and be in existence continuing at the time of and after giving effect to such Revocation; (2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such designationRevocation would, if incurred at such time, have been permitted to be incurred for all purposes of this Indenture; and (3) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Debt), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Debt) pursuant to Section 4.06. (e) All Designations and Revocations must be evidenced by a resolution of the Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions of this covenant.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if such Subsidiaryif: (1a) has no Indebtedness other than Non-Recourse Debt; (2) the Subsidiary to be so designated does not own any Equity Interest of any Restricted SubsidiaryCapital Stock or Debt of, or own or hold any Liens Lien on any property of Property of, the Company or any of its other Restricted Subsidiaries;Subsidiary, and (3b) is not party either: (i) the Subsidiary to be so designated has total assets of $1,000 or less, or (ii) if the Subsidiary has consolidated assets greater than $1,000, then the designation would be permitted under Section 4.05. Unless so designated as an Unrestricted Subsidiary, any agreement, contract, arrangement or understanding with Person that becomes a Subsidiary of the Company or any will be classified as a Restricted Subsidiary; provided, that the Subsidiary shall not be designated a Restricted Subsidiary unless and shall be automatically classified as an Unrestricted Subsidiary if the terms Person is a Subsidiary of any such agreementan Unrestricted Subsidiary. Except as provided in the first sentence of the preceding paragraph, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might may be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which redesignated as an Unrestricted Subsidiary. In addition, neither the Company nor any Restricted Subsidiary has shall at any direct time be directly or indirect obligation indirectly liable for any Debt that provides that the holder thereof may (awith the passage of time or notice or both) declare a default thereon or cause the payment thereof to subscribe for additional Equity Interests be accelerated or (b) payable prior to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in its Stated Maturity upon the case occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary Guarantor that is designated in existence and classified as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of at the time the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an liable for that Debt (including any right to take enforcement action against that Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine). Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that (i) such designation shall be deemed immediately after giving pro-forma effect to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if such Subsidiaryif: (1) has no Indebtedness the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other than Non-Recourse Debt;Restricted Subsidiary; and (2) does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of the Company or any of its Restricted Subsidiaries;either: (3A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) such designation is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted effective immediately upon such entity becoming a Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is . Unless designated as an Unrestricted Subsidiary in accordance with this Indentureparagraph (a)(2)(B) above, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness Person that becomes a Subsidiary of the Company or any will be classified as a Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation of a Subsidiary of the Company Except as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of provided in paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a no Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to may be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated redesignated as an Unrestricted Subsidiary. In addition, the aggregate Fair Market Value of all outstanding Investments owned by neither the Company and nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the Restricted Subsidiaries in holder thereof may (with the Subsidiary so designated shall be deemed passage of time or notice or both) declare a default thereon or cause the payment thereof to be an Investment made as accelerated or payable prior to its Stated Maturity upon the occurrence of the time a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) aboveUnrestricted Subsidiary). Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.174.13(a), such Restricted Subsidiary shall shall, by execution and delivery of a supplemental indenture in form satisfactory to the Trustee, be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereofRestricted Subsidiary. (dc) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that immediately after giving pro forma effect to such designation, (1) either (i) such designation shall be deemed the Company could incur at least $1.00 of additional Debt pursuant to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions clause (1) of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; 4.06(a) or (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall the Company’s ratio of total Debt to Consolidated EBITDA (determined as set forth in clause (1) of Section 4.06(a)) would be deemed less than or equal to be made the Company’s ratio of total Debt to Consolidated EBITDA (determined as of the time of provided above) immediately prior to such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; and (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv2) no Default or Event of Default shall have occurred and be continuing or would result therefrom. (d) Any such designation or redesignation by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation or redesignation and an Officers’ Certificate that (1) certifies that such designation or redesignation complies with the foregoing provisions and (2) gives the effective date of such designation or redesignation, such filing with the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in existence immediately following which such designationdesignation or redesignation is made (or, in the case of a designation or redesignation made during the last fiscal quarter of the Company’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of From and after the Closing Date, the Company may designate any Restricted Subsidiary to be (including any newly acquired or newly formed Restricted Subsidiary) other than the Issuer as an “Unrestricted Subsidiary if such Subsidiary” under this Indenture (a “Designation”) only if: (1) no Default or Event of Default has no Indebtedness other than Non-Recourse Debtoccurred and is continuing after giving effect to such Designation; (2) does the Restricted Subsidiary to be so designated and its Subsidiaries do not at the time of Designation own any Equity Interest of any Restricted SubsidiaryCapital Stock or Indebtedness of, or own or hold any Liens on any property of Lien with respect to, the Company or any other Restricted Subsidiary of its the Company that is not a Restricted SubsidiariesSubsidiary of the Restricted Subsidiary so designated; (3) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted such Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation obligation: (aA) to subscribe for additional Equity Interests or Capital Stock of such Restricted Subsidiary; or (bB) to maintain or preserve such PersonSubsidiary’s financial condition or to cause such Person Subsidiary to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (74) either (A) the Restricted Subsidiary to be so designated has total consolidated assets of $1,000 or less or (B) if such designation Restricted Subsidiary has consolidated assets greater than $1,000, then such Designation would not cause a Default be permitted under Section 4.08 or Event the definition of Default“Permitted Investment.” (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (aunder Section 4.13(a) aboveas an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued Indenture, and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Sectiondate. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the The Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation may revoke any Designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17(a “Revocation”) only if, immediately after giving effect to such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof.Revocation: (d1) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of all Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary and outstanding immediately following such designation shall only be Revocation would, if Incurred at such time, have been permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as Incurred for all purposes of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereofthis Indenture; and (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv2) no Default or Event of Default would has occurred and is continuing after giving effect to such Revocation. (d) Any such Designation or Revocation shall be in existence immediately following evidenced to the Trustee by filing with the Trustee an Officer’s Certificate certifying that such designationDesignation or Revocation complies with the foregoing conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if such Subsidiarydesignation is permitted under the covenant described in Section 4.12 and the Subsidiary to be so designated: (1) has no Indebtedness other than Non-Recourse Debt; (2a) does not own any Equity Interest of any Restricted SubsidiaryCapital Stock or Debt of, or own or hold any Liens Lien on any property of Property of, the Company or any of its other Restricted SubsidiariesSubsidiary; (3b) to the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Company or any Restricted Subsidiary is permitted under Section 4.11 and Section 4.12; (c) is not a party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might would not be obtained at the time from Persons who are not Affiliates of the Companypermitted by Section 4.16; (4d) is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation (a1) to subscribe for additional Equity Interests Capital Stock or (b2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;results except to the extent permitted by Section 4.11 and Section 4.14; and (5e) except has not Guaranteed any debt of the Company of any of its Restricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the newly designated Unrestricted Subsidiary will be deemed to be an investment made as of the time of that designation and will either reduce the amount available for Restricted Payments under Section 4.12 or reduce the amount available for future Investments under one or more clauses of the definition of “Permitted Investments,” as the Company determines in its sole discretion. The designation of such a Subsidiary or Person as an “Unrestricted Subsidiary” will only be permitted if, in the case of a Restricted Subsidiary, the deemed Investment would be permitted at the time the Restricted Subsidiary Guarantor that is designated and, in any case, if that Subsidiary or Person otherwise satisfies the requirements of an “Unrestricted Subsidiary” set forth in this Section 4.19. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in accordance compliance with this IndentureSection 4.19, has not guaranteed or otherwise directly or indirectly provided credit support for such Restricted Subsidiary shall, by execution and delivery of a supplemental indenture in form satisfactory to the trustee, be released from any Indebtedness of the Company or any Subsidiary Guarantee previously made by such Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) . Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above preceding conditions and was permitted by the provisions of Section 4.10 4.12 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements of the provisions of paragraph (a) aboveas an Unrestricted Subsidiary, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued Indenture, and any Indebtedness of such Subsidiary shall will be deemed to be Incurred incurred by a Restricted Subsidiary of the Company as of such date date, and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred incurred as of such date under Section 4.11 or if such Subsidiary is otherwise in default of any of the other covenants and provisions of Section 4.09 hereofthis Indenture or the Notes, the Company shall will be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determinecovenant. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, provided that (i) such designation shall will be deemed to be an Incurrence incurrence of Indebtedness by a one of the Company’s Restricted Subsidiary Subsidiaries of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1) such Indebtedness is permitted under the provisions of Section 4.09 hereof4.11, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal four-quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereofreference period; and (iv2) no Default or Event of Default would be in existence immediately following such designation. Notwithstanding the foregoing, Embratel Participacoes S.A. (together with its successors and assigns, “Embratel”) and [Avantel] are each hereby designated as an Unrestricted Subsidiary as of the Issue Date (which designation shall not be deemed a Restricted Payment) and each shall remain an Unrestricted Subsidiary until designated as a Restricted Subsidiary by the Company pursuant to the preceding paragraph.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Holdings may designate any Restricted Subsidiary of Holdings, other than the Borrower, to be an Unrestricted Subsidiary if such Subsidiary, provided that: (1i) has no any Guarantee by Holdings or any Restricted Subsidiary thereof of any Indebtedness other than Non-Recourse Debtof the Subsidiary being so designated shall be deemed to be an Incurrence of Indebtedness by Holdings or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 9.03; (2ii) the aggregate Fair Market Value of all outstanding Investments owned by Holdings and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by Holdings or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) and any commitments to make any such Investments shall be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Section 9.01; (iii) such Subsidiary does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of the Company Holdings or any of its Restricted SubsidiariesSubsidiary thereof; (3iv) the Subsidiary being so designated: (A) is not party to any agreement, contract, arrangement or understanding with the Company Holdings or any Restricted Subsidiary of Holdings unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company Holdings or such Restricted Subsidiary than those that might be could have been obtained at the time the agreement, contract, arrangement or understanding was entered into from Persons who are not Affiliates of the Company;Holdings (other than any such agreement, contract, arrangement or understanding permitted under Section 9.05); and (4B) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company Holdings or any of its Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director Subsidiaries, except to the extent such Guarantee or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiarycredit support would be released upon such designation; and (7v) such designation would not cause a no Default or Event of DefaultDefault would be in existence following such designation. (b) Any designation of a Subsidiary of the Company Holdings as an Unrestricted Subsidiary shall be evidenced to the Trustee Administrative Agent by filing with delivering to the Trustee a certified copy Administrative Agent the resolutions of the Board Resolution of Directors of Holdings giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereofdesignation. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements of the provisions of paragraph (a) abovedescribed in Section 9.08(a)(iv), it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Agreement and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness Indebtedness, Investments, or Liens on the property of such Subsidiary shall be deemed to be Incurred or made by a Restricted Subsidiary of Holdings as of such date and, if such Preferred Shares Indebtedness, Investments or Liens are not permitted to be issued Incurred or such Indebtedness is not permitted to be Incurred made as of such date under the provisions of Section 4.09 hereofthis Agreement, the Company Holdings shall be in default of such SectionDefault under this Agreement. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company Holdings may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that provided that: (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of Holdings of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; 9.03; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments designation shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; 9.01; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof9.06; and and (iv) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company or Holdings may designate any Subsidiary (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary if such Subsidiary; provided that: (1) has no any Guarantee by the Company or any Restricted Subsidiary of the Company of any Indebtedness other than Non-Recourse Debtof the Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such incurrence of Indebtedness would be permitted under Section 6.1; (2) the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary of the Company of any Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Section 6.3; (3) such Subsidiary does not own any Equity Interest of any Restricted SubsidiaryInterests of, or hold any Liens on any property of of, the Company or any Restricted Subsidiary of its the Company (other than Equity Interests of any Restricted SubsidiariesSubsidiary of such Subsidiary that is concurrently being designated as an Unrestricted Subsidiary); (34) the Subsidiary being so designated, after giving effect to such designation: (a) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless of the terms of any such agreement, contract, arrangement or understanding are no less favorable Company that would not be permitted under Section 6.8 after giving effect to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Companyexceptions thereto; (4b) is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation (ai) to subscribe for additional Equity Interests or (bii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;results except to the extent permitted under Section 6.1 and Section 6.3; and (5i) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiary; Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation or would be permitted under Section 6.3 and (6ii) has at least one director on its Board to the extent the Indebtedness of Directors that the Subsidiary is not a director non-recourse Indebtedness, any Guarantee or executive officer of credit support by the Company or any a Restricted Subsidiary would be permitted under Section 6.1 and has at least one executive officer that is not a director or executive officer of the Company or any Restricted SubsidiarySection 6.3; and (75) such designation would not cause a Default or no Event of Default. (b) Default would be in existence following such designation. Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee Requisite Lenders by filing with delivering to the Trustee Administrative Agent of a certified copy of the resolution of the Board Resolution of Directors of the Company or Holdings giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above preceding conditions and was permitted by the provisions of Section 4.10 hereofthis Agreement. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements any of the provisions of paragraph preceding requirements described in clause (a4) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Agreement and any Preferred Shares Indebtedness, Investments or Liens on the property of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred incurred or made by a Restricted Subsidiary of the Company as of such date and, if such Preferred Shares Indebtedness, Investments or Liens are not permitted to be issued incurred or such Indebtedness is not permitted to be Incurred made as of such date under the provisions of Section 4.09 hereofthis Agreement, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determinethis Agreement. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company or Holdings may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that provided that: (i1) such designation shall be deemed to be an Incurrence incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, 6.1; calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal four-quarter for which internal financial statements are available; reference period; (ii2) all outstanding Investments owned by such Unrestricted Subsidiary shall will be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; 6.3; (iii3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof6.2; and and (iv4) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) other than the Issuer to be an Unrestricted Subsidiary if such Subsidiaryif: (1) has no Indebtedness other than Non-Recourse DebtDefault or Event of Default shall have occurred and be continuing at the time of or after giving effect to such designation; (2) does such Subsidiary and any of its Subsidiaries do not own any Equity Interest of any Restricted SubsidiaryCapital Stock or Indebtedness of, or own or hold any Liens Lien on any property of the Company or any of its Restricted Subsidiaries; (3) is not party to any agreementProperty of, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted other than a Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the CompanySubsidiary to be designated an Unrestricted Subsidiary; (3) either: (A) the Subsidiary to be so designated has total Consolidated assets of £1,000 or less; or (B) if such Subsidiary has Consolidated assets greater than £1,000, then the Issuer would be permitted to make an Investment under Section 4.07 after giving effect to such designation in the amount specified in the definition of "Investment"; (4) all of the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, and will at all times thereafter, consist of Non-Recourse Debt unless the Guarantee or other credit support related to any such Indebtedness could be Incurred by the Company or the relevant Restricted Subsidiary under this Indenture; (5) such Subsidiary is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation obligation: (aA) to subscribe for additional Equity Interests or Capital Stock of such Person; or (bB) to maintain or preserve such Person’s 's financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary;; and (6) has at least one director on its Board of Directors that the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a director party to any agreement, contract, arrangement or executive officer of understanding with the Company Company, the Issuer or any other Restricted Subsidiary with terms substantially less favorable to the Company, the Issuer or any Restricted Subsidiary and has at least one executive officer than those that is might have been obtained from Persons who are not a director or executive officer Affiliates of the Company or other than transactions that comply with Section 4.11. In the event of any such designation, the Company shall be deemed to have made an Investment constituting a Restricted Subsidiary; and (7) such designation would not cause a Default or Event of DefaultPayment pursuant to Section 4.07. (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if immediately after giving effect to such designation: (1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such designation, (2) the Company could Incur £1.00 of additional Indebtedness under paragraph (a) of Section 4.09, and (3) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such designation would, if incurred at that time, have been permitted to be Incurred for all purposes of this Indenture. (c) Any such designation of a Subsidiary of the Company as an a Restricted Subsidiary or Unrestricted Subsidiary by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a certified copy of the resolution of the Board Resolution of Directors giving effect to such designation and an Officers’ Officer's Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Sectionforegoing provisions. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if such Subsidiaryif: (1) has no Indebtedness the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other than Non-Recourse Debt;Restricted Subsidiary; and (2) does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of the Company or any of its Restricted Subsidiaries;either: (3A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) such designation is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted effective immediately upon such entity becoming a Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is . Unless designated as an Unrestricted Subsidiary in accordance with this Indentureparagraph (a)(2)(B) above, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness Person that becomes a Subsidiary of the Company or any will be classified as a Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation of a Subsidiary of the Company Except as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of provided in paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a no Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to may be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated redesignated as an Unrestricted Subsidiary. In addition, the aggregate Fair Market Value of all outstanding Investments owned by neither the Company and nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the Restricted Subsidiaries in holder thereof may (with the Subsidiary so designated shall be deemed passage of time or notice or both) declare a default thereon or cause the payment thereof to be an Investment made as accelerated or payable prior to its Stated Maturity upon the occurrence of the time a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) aboveUnrestricted Subsidiary). Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.174.13(a), such Restricted Subsidiary shall shall, by execution and delivery of a supplemental indenture in form satisfactory to the Trustee, be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereofRestricted Subsidiary. (dc) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that immediately after giving pro forma effect to such designation, (i1) such designation shall be deemed the Company could incur at least $1.00 of additional Debt pursuant to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions clause (1) of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; 4.06(a) and (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv2) no Default or Event of Default shall have occurred and be continuing or would result therefrom. (d) Any such designation or redesignation by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation or redesignation and an Officers' Certificate that (1) certifies that such designation or redesignation complies with the foregoing provisions and (2) gives the effective date of such designation or redesignation, such filing with the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in existence immediately following which such designationdesignation or redesignation is made (or, in the case of a designation or redesignation made during the last fiscal quarter of the Company's fiscal year, within 90 days after the end of such fiscal year).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an “Unrestricted Subsidiary”, in which event such Subsidiary and each other Person that is then or thereafter becomes a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary, if (u) neither the Company nor any of its other Subsidiaries (other than another Unrestricted Subsidiary) provides credit support for, or Guarantee of, any Debt of such Subsidiary or any Subsidiary of such Subsidiary (including any undertaking, agreement or instrument evidencing such Debt) or is directly or indirectly liable for any Debt of such Subsidiary or any Subsidiary of such Subsidiary: , and no default with respect to any Debt of such Subsidiary or any Subsidiary of such Subsidiary (1including any right which the holders thereof may have to take enforcement action against such Subsidiary) has no Indebtedness would permit (upon notice, lapse of time or both) any holder of any other Debt of the Company and its Subsidiaries (other than Non-Recourse Debt; another Unrestricted Subsidiary) to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity except, in either case to the extent that the amount of any such Debt is treated as a Restricted Payment or Permitted Investment, (2v) such Subsidiary does not own any Equity Interest of any Restricted SubsidiaryCapital Stock of, or does not own or hold any Liens Lien on any property of, any other Restricted Subsidiary which is not a Subsidiary of the Company Subsidiary to be so designated or any of its Restricted Subsidiaries; otherwise an Unrestricted Subsidiary, (3w) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of designation, the Company could make a Restricted Payment or Permitted Investment in an amount equal to the greater of the Company; Fair Market Value and book value of its interest in such Subsidiary pursuant to Section 4.7 and such amount is thereafter treated as a Restricted Payment for the purpose of calculating the aggregate amount available for Restricted Payments thereunder, (4x) such Subsidiary is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation to (a) to subscribe for additional Equity Capital Interests of such Subsidiary or (b) to maintain or preserve such PersonSubsidiary’s financial condition or to cause such Person Subsidiary to achieve any specified levels of operating results; ; and (5y) except in no Default shall have occurred and be continuing at the case time of, or immediately after giving effect to, such designation. Any such designation by the Board of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness Directors of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy resolution of the Board Resolution of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied complies with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Sectionforegoing conditions. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (db) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided, however, provided that (i) such designation shall will be deemed to be an Incurrence of Indebtedness Debt by a Restricted Subsidiary of the Company of any outstanding Indebtedness Debt of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness Debt is permitted under the provisions of Section 4.09 hereof, 4.9 calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal four-quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereofreference period; and (iv2) no Default or Event of Default would occur and be in existence immediately continuing following such designation. Any such redesignation shall be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such redesignation complies with the foregoing conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board Company, by delivery of Directors of an Officer’s Certificate to the Company Trustee, may designate any Restricted Subsidiary to be an “Unrestricted Subsidiary,” in which event such Subsidiary if and each other Person that is then or thereafter becomes a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary, if: (1) has no Indebtedness neither the Company nor any of its other Subsidiaries (other than Non-Recourse another Unrestricted Subsidiary) provides credit support for, or a Guarantee of, any Debt of such Subsidiary or any Subsidiary of such Subsidiary (including any undertaking, agreement or instrument evidencing such Debt) or is directly or indirectly liable for any Debt of such Subsidiary or any Subsidiary of such Subsidiary, and no default with respect to any Debt of such Subsidiary or any Subsidiary of such Subsidiary (including any right which the holders thereof may have to take enforcement action against such Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Debt of the Company and its Subsidiaries (other than another Unrestricted Subsidiary) to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity, except, in either case, to the extent that the amount of any such Debt constitutes a Restricted Payment or Permitted Investment that is made in compliance with Section 4.7; (2) such Subsidiary does not own any Equity Interest of any Restricted SubsidiaryCapital Stock of, or does not own or hold any Liens Lien on any property of, any other Restricted Subsidiary which is not a Subsidiary of the Company Subsidiary to be so designated or any of its Restricted Subsidiariesotherwise an Unrestricted Subsidiary; (3) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of designation, the Company could make a Restricted Payment or Permitted Investment in an amount equal to the greater of the CompanyFair Market Value and book value of its interest in such Subsidiary pursuant to Section 4.7; (4) such Subsidiary is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation to (a) to subscribe for additional Equity Interests Capital Stock of such Subsidiary or (b) to maintain or preserve such PersonSubsidiary’s financial condition or to cause such Person Subsidiary to achieve any specified levels of operating results;, except in either case to the extent that the amount of any such obligation constitutes a Restricted Payment or Permitted Investment that is made in compliance with Section 4.7; and (5) except in no Default shall have occurred and be continuing at the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenturetime of, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) immediately after giving effect to, such designation would not cause a Default or Event of Defaultdesignation. (b) Any designation The Company, by delivery of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced Officer’s Certificate to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. IfTrustee, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if: (1) (x) the Company would be able to Incur at least $1.00 of additional Debt pursuant to Section 4.9(a), howeveror (y) the Total Leverage Ratio of the Company would not be greater than the Total Leverage Ratio of the Company immediately prior to such designation, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated in each case on a pro forma basis as if taking into account such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; designation; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii2) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of outstanding immediately following such designation would would, if Incurred at such time, have been permitted to be permitted under the provisions Incurred for all purposes of Section 4.11 hereofthis Indenture; and and (iv3) no Default or Event of Default would occur and be in existence immediately continuing following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if the Company could make an Investment (other than a Restricted Investment) in such SubsidiarySubsidiary under Section 5.10 hereof and the Subsidiary to be so designated: (1i) has no Indebtedness other than Non-Recourse Debt; (2) does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of the Company or any of its Restricted Subsidiaries; (3ii) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4iii) is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation obligation: (a1) to subscribe for additional Equity Interests Interests; or (b2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5iv) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of any of the Company or any of its Restricted SubsidiarySubsidiaries; (6v) in the case of a corporate entity or limited liability company, has at least one director on its Board board of Directors that directors and at least one executive officer, in each case who is not a director or executive officer of the Company or any of its Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted SubsidiarySubsidiaries; and (7vi) such designation would not cause a Default or Event has no Subsidiaries that are Restricted Subsidiaries. provided, however, that in the case of Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is so designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by neither the Company and the nor any Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of at the time of such designation and shall either reduce or at any time thereafter be directly or indirectly liable for any Indebtedness that provides that the amount available for Restricted Payments under Section 4.10(aholder thereof may (with the passage of time or notice or both) hereof declare a default thereon or reduce cause the amount available for future Investments under one payment thereof to be accelerated or more clauses payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other Obligation of the definition Subsidiary to be so designated (including any right to take enforcement action against such Unrestricted Subsidiary). Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Permitted Investments, as the Company shall determine. Such designation shall will be permitted only if such Investment would be permitted at such time and if such classified as a Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) aboveSubsidiary. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary Subsidiary, in compliance with this Section 4.175.20, such Restricted Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereofRestricted Subsidiary. (db) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, howeverimmediately after giving pro forma effect to such designation, that (i) such designation shall be deemed to be an Incurrence of is permitted, and is compliance with Section 5.12 hereof (with any Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions being treated as an incurrence of such Indebtedness for purposes of Section 4.11 5.12 hereof; ), and (iv) no Default default or Event of Default shall have occurred and be continuing or would be in existence immediately following such designationresult therefrom.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if such Subsidiary; provided that: (1) has no any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness other than Non-Recourse Debtof the Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such incurrence of Indebtedness would be permitted under Section 4.06; (2) the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of such Subsidiary) will be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 4.07; (3) such Subsidiary does not own any Equity Interest of any Restricted SubsidiaryInterests of, or hold any Liens on any property of Property of, the Company or any of its Restricted SubsidiariesSubsidiary; (34) the Subsidiary being so designated: (a) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might would not be obtained at the time from Persons who are not Affiliates of the Companypermitted under Section 4.13 and; (4b) except as permitted under clauses (1) and (2) above, is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;. (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a no Default or Event of DefaultDefault would be in existence following such designation. (b1) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements any of the provisions of paragraph preceding requirements described in clause (a4) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this the Indenture and any Preferred Shares Indebtedness, Investments, or Liens on the property, of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred incurred by a Restricted Subsidiary of the Company as of such date and, if such Preferred Shares Indebtedness, Investments or Liens are not permitted to be issued or such Indebtedness is not permitted to be Incurred incurred as of such date under the provisions of Section 4.09 hereofIndenture, the Company shall be in default of such Sectionunder the Indenture. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d2) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that provided that: (iA) such designation shall be deemed to be an Incurrence incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof4.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal four-quarter for which internal financial statements are available; reference period; (iiB) all outstanding Investments owned by such Unrestricted Subsidiary shall will be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; 4.07; (iiiC) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof4.08; and and (ivD) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if such Subsidiary; provided that: (1) has no any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness other than Non-Recourse Debtof the Subsidiary being so designated shall be deemed to be an Incurrence of Indebtedness by the Company 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; (2) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) shall be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 4.10 hereof; (3) such Subsidiary does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of the Company or any of its Restricted SubsidiariesSubsidiary thereof; (34) the Subsidiary being so designated: (A) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4B) is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation (ai) to subscribe for additional Equity Interests or (bii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;; and (5C) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director Subsidiaries, except to the extent such Guarantee or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiarycredit support would be released upon such designation; and (75) such designation would not cause a no Default or Event of DefaultDefault would be in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above of this Section 4.16 and was permitted by the provisions of Section 4.10 hereofthis Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet the any of requirements described in subclauses (A), (B) or (C) of the provisions clause (4) of paragraph (a) aboveof this Section 4.16, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Indenture, and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness Indebtedness, Investments, or Liens on the property, of such Subsidiary shall be deemed to be Incurred or made by a Restricted Subsidiary of the Company as of such date and, if such Preferred Shares Indebtedness, Investments or Liens are not permitted to be issued Incurred or such Indebtedness is not permitted to be Incurred made as of such date under the provisions of Section 4.09 hereofthis Indenture, the Company shall be in default of such Sectionunder this Indenture. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that provided that: (i1) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; ; (ii2) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments designation shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; provided that such outstanding Investments shall be valued at the lesser of (iiia) the Fair Market Value of such Investments measured on the date of such designation and (b) the Fair Market Value of such Investments measured at the time each such Investment was made by such Unrestricted Subsidiary; (3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and and (iv4) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Company (other than the Issuer) to be an Unrestricted Subsidiary if such Subsidiaryif: (1a) has no Indebtedness other than Non-Recourse Debt; (2) the Subsidiary to be so designated does not own any Equity Interest of any Restricted SubsidiaryCapital Stock or Debt of, or own or hold any Liens Lien on any property of Property of, the Company or any of its Restricted Subsidiaries; (3) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any other Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default., (b) Any designation immediately before and after such designation, no Event of a Subsidiary of the Company as an Unrestricted Subsidiary Default shall have occurred and be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. Ifcontinuing, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted any of the following: (i) the Subsidiary is to be so designated has total assets of $1,000 or less, or (ii) if the Subsidiary has consolidated assets greater than $1,000, then the designation would be permitted under Section 4.05. Unless so designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the any Person that becomes a Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to will be classified as a Restricted Subsidiary; provided, however, that (i) such designation the Subsidiary shall not be deemed to be an Incurrence of Indebtedness by designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if the Person is a Subsidiary of an Unrestricted Subsidiary. Except as provided in the first sentence of 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 outstanding Indebtedness of such Unrestricted Subsidiary in existence and such designation shall only 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 Company may designate any Unrestricted Subsidiary to be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereofa Restricted Subsidiary if, calculated immediately after giving effect on a pro forma basis as if such designation had occurred at to the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if such if: (a) the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary; (b) either: (1) the Subsidiary to be so designated has no Indebtedness other than Non-Recourse Debt;total assets of $1,000 or less, or (2) does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property such designation is effective either immediately upon such entity becoming a Subsidiary of the Company or any as of its Restricted Subsidiaries;the Issue Date; and (3c) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support liable for any Indebtedness 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 the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted so designated (including any right to take enforcement action against the Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is so designated). 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 Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the third immediately following paragraph will not be satisfied after giving pro forma effect to such classification or if such Person is a Subsidiary of an Unrestricted Subsidiary. In addition, neither the Company nor any Restricted Subsidiaries Subsidiary shall become directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). Except as provided in the Subsidiary so designated shall be deemed to be an Investment made as first sentence of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investmentsnext preceding paragraph, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such no Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) abovemay be redesignated as an Unrestricted Subsidiary. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.174.11, such Restricted Subsidiary shall shall, by execution and delivery of a supplemental indenture in form satisfactory to the Trustee, be released from any Subsidiary Guarantee Guaranty previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) Restricted Subsidiary. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a immediately after giving pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed effect to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if such Subsidiary; provided that: (1i) has no any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness other than Non-Recourse Debtof the Subsidiary being so designated shall be deemed to be an incurrence of Indebtedness by the Company 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; (2ii) the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of such Subsidiary) shall be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 4.07; (iii) such Subsidiary does not own any Equity Interest of any Restricted SubsidiaryInterests of, or hold any Liens on any property of Property of, the Company or any of its Restricted SubsidiariesSubsidiary; (3iv) the Subsidiary being so designated: (A) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4B) is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation (ax) to subscribe for additional Equity Interests or (by) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5C) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiary;Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation; and (6D) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any of its Restricted Subsidiary Subsidiaries and has at least one executive officer that is not a director or executive officer of the Company or any of its Restricted SubsidiarySubsidiaries; and (7v) such designation would not cause a no Default or Event of DefaultDefault would be in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above preceding conditions and was permitted by the provisions of Section 4.10 hereofthis Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements any of the provisions of paragraph preceding requirements described in clause (aiv) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares Indebtedness, Investments, or Liens on the property, of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred incurred by a Restricted Subsidiary of the Company as of such date and, if such Preferred Shares Indebtedness, Investments or Liens are not permitted to be issued or such Indebtedness is not permitted to be Incurred incurred as of such date under the provisions of Section 4.09 hereofthis Indenture, the Company shall be in default of such Sectionunder this Indenture. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that provided that: (i) such designation shall be deemed to be an Incurrence incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal four-quarter for which internal financial statements are available; reference period; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; 4.07; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof4.12; and and (iv) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary if such Subsidiary: (1i) has no Indebtedness other than Non-Recourse Debt; (2) the Subsidiary to be so designated does not own any Equity Interest of any Restricted SubsidiaryCapital Stock or Indebtedness of, or own or hold any Liens Lien on any property of of, the Company or any of its other Restricted Subsidiaries; Subsidiary, (3ii) the Subsidiary to be so designated is not party to obligated under any agreementIndebtedness or other obligation that, contractif in default, arrangement or understanding would result (with the Company passage of time or any Restricted Subsidiary unless the terms giving of any such agreement, contract, arrangement notice or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4otherwise) is in a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for default on any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and (iii) either (a) the Subsidiary to be so designated has at least one executive officer that is not a director total assets of $1,000 or executive officer of the Company less or any Restricted Subsidiary; and (7b) if such Subsidiary has assets greater than $1,000, such designation would not cause be permitted under Section 4.04 as a Default or Event of Default. (b) Any designation of Restricted Payment. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company or of any Restricted Subsidiary will be classified as an a Restricted Subsidiary. Notwithstanding the foregoing sentence, the Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma effect to such designation, (i) the Company could incur $1.00 of additional Indebtedness pursuant to clause (i) of the definition of Permitted Indebtedness and (ii) no Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a certified copy of the Board Certified Resolution giving effect to such designation and an Officers’ ' Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance complies with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof4.09. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if such Subsidiaryif: (1) has no Indebtedness the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other than Non-Recourse Debt;Restricted Subsidiary; and (2) does not own any Equity Interest either: (A) the Subsidiary to be so designated has total assets of any Restricted $1,000 or less or (B) such designation is effective immediately upon such entity becoming a Subsidiary of the Company. Unless so designated as an Unrestricted Subsidiary, or hold any Liens on any property Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary; PROVIDED, HOWEVER, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (1) and (2) of paragraph (c) below will not be satisfied after giving pro forma effect to such classification or any if such Person is a Subsidiary of its Restricted Subsidiaries;an Unrestricted Subsidiary. (3b) is not party to any agreementExcept as provided in clauses (1) and (2) of paragraph (a) above, contract, arrangement or understanding with the Company or any no Restricted Subsidiary unless the terms of any such agreementmay be redesignated as an Unrestricted Subsidiary. In addition, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has shall at any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise time be directly or indirectly provided credit support liable for any Indebtedness Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the Company payment thereof to be accelerated or any Restricted Subsidiary; (6) has at least one director on payable prior to its Board of Directors that is not a director or executive officer of Stated Maturity upon the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation occurrence of a Subsidiary default with respect to any Debt, Lien or other obligation of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail (including any right to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of take enforcement action against such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above). Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17covenant, such Restricted Subsidiary shall shall, by execution and delivery of a supplemental indenture in form satisfactory to the Trustee, be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereofRestricted Subsidiary. (dc) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that immediately after giving pro forma effect to such designation, (i1) such designation shall be deemed the Company could incur at least $1.00 of additional Debt pursuant to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions clause (1) of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; 4.06(a) and (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv2) no Default or Event of Default shall have occurred and be continuing or would result therefrom. (d) Any such designation or redesignation by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation or redesignation and an Officers' Certificate that (1) certifies that such designation or redesignation complies with the foregoing provisions and (2) gives the effective date of such designation or redesignation, such filing with the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in existence immediately following which such designationdesignation or redesignation is made (or, in the case of a designation or redesignation made during the last fiscal quarter of the Company's fiscal year, within 90 days after the end of such fiscal year).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if such Subsidiary; provided that: (1i) has no any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness other than Non-Recourse Debtof the Subsidiary being so designated shall be deemed to be an incurrence of Indebtedness by the Company 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; (2ii) the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of such Subsidiary) shall be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 4.07; (iii) such Subsidiary does not own any Equity Interest of any Restricted SubsidiaryInterests of, or hold any Liens on any property of of, the Company or any of its Restricted SubsidiariesSubsidiary; (3iv) the Subsidiary being so designated: (A) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4B) is a Person with respect to which neither the Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation (ax) to subscribe for additional Equity Interests or (by) to maintain or preserve such Person’s 's financial condition or to cause such Person to achieve any specified levels of operating results; (5C) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiary;Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation; and (6D) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any of its Restricted Subsidiary Subsidiaries and has at least one executive officer that is not a director or executive officer of the Company or any of its Restricted SubsidiarySubsidiaries; and (7v) such designation would not cause a no Default or Event of DefaultDefault would be in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ ' Certificate certifying that such designation complied with the provisions of paragraph (a) above preceding conditions and was permitted by the provisions of Section 4.10 hereofthis Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements any of the provisions of paragraph preceding requirements described in clause (aiv) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares Indebtedness, Investments, or Liens on the property, of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred incurred by a Restricted Subsidiary of the Company as of such date and, if such Preferred Shares Indebtedness, Investments or Liens are not permitted to be issued or such Indebtedness is not permitted to be Incurred incurred as of such date under the provisions of Section 4.09 hereofthis Indenture, the Company shall be in default of such Sectionunder this Indenture. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that provided that: (i) such designation shall be deemed to be an Incurrence incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal four-quarter for which internal financial statements are available; reference period; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; 4.07; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof4.12; and and (iv) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if such Subsidiaryif: (1a) has no Indebtedness other than Non-Recourse Debt; (2) the Subsidiary to be so designated does not own any Equity Interest of any Restricted SubsidiaryCapital Stock or Debt of, or own or hold any Liens Lien on any property of Property of, the Company or any of its Restricted Subsidiaries; (3) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any other Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default., (b) Any designation immediately before and after such designation, no Event of a Subsidiary of the Company as an Unrestricted Subsidiary Default shall have occurred and be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. Ifcontinuing, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted any of the following: (i) the Subsidiary is to be so designated has total assets of $1,000 or less, or (ii) if the Subsidiary has consolidated assets greater than $1,000, then the designation would be permitted under Section 4.05. Unless so designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the any Person that becomes a Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to will be classified as a Restricted Subsidiary; provided, however, that (i) such designation the Subsidiary shall not be deemed to be an Incurrence of Indebtedness by designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if the Person is a Subsidiary of an Unrestricted Subsidiary. Except as provided in the first sentence of 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 outstanding Indebtedness of such Unrestricted Subsidiary in existence and such designation shall only 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 Company may designate any Unrestricted Subsidiary to be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereofa Restricted Subsidiary if, calculated immediately after giving effect on a pro forma basis as if such designation had occurred at to the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Issuer to be an Unrestricted Subsidiary if such Subsidiaryif: (i) either (A) the Issuer or a Restricted Subsidiary, as the case may be, is permitted to make an Investment in such Subsidiary equal to the sum of the (1) has no Indebtedness Fair Market Value of the Capital Stock of such Subsidiary plus (2) the amount of any Debt owed by such Subsidiary to the Issuer, in each case pursuant to Section 4.10(a), or (B) such Investment constitutes a Permitted Investment; (ii) immediately after giving pro forma effect to such designation, the Issuer could Incur at least $1.00 of additional Debt pursuant to Section 4.09(a)(i); and (iii) such Subsidiary does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Issuer or any Restricted Subsidiary and does not have any Debt other than Non-Recourse Debt; (2) does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of the Company or any of its Restricted Subsidiaries; (3) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is Unless so designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the any Person that becomes a Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, Issuer will be classified as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation Subsidiary shall not be deemed to be an Incurrence of Indebtedness by designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if such Person is a Subsidiary of an Unrestricted Subsidiary. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt (other than Debt pursuant to the Indenture) that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any outstanding Indebtedness of Unrestricted Subsidiary (including any right to take enforcement action against any such Unrestricted Subsidiary). (c) The Board of Directors may designate any Unrestricted Subsidiary and such designation shall only to be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereofa Restricted Subsidiary if, calculated on a immediately after giving pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed effect to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if such Subsidiaryif: (1i) has no Indebtedness other than Non-Recourse Debt; (2) the Subsidiary to be so designated does not own any Equity Interest of any Restricted SubsidiaryCapital Stock or Debt of, or own or hold any Liens Lien on any property of Property of, the Company or any of its other Restricted Subsidiaries;Subsidiary; and (3ii) is not party either: (A) the Subsidiary to any agreement, contract, arrangement be so designated has total assets of $1,000 or understanding with less, (B) an amount equal to the value of the Subsidiary's Capital Stock held by the Company would be permitted to be made as a Permitted Investment or any as a Restricted Payment under Section 4.10 hereof; or (C) such designation is effective immediately upon such entity becoming a Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;. (4b) Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company (other than an Accounts Receivable Subsidiary) will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the second immediately following paragraph will not be satisfied after giving pro forma effect to such classification or if such Person is a Person with respect to which Subsidiary of an Unrestricted Subsidiary. Except as provided in clause (a) of this Section 4.15, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition, neither the Company nor any Restricted Subsidiary has shall at any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise time be directly or indirectly provided credit support liable for any Indebtedness Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the Company payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Restricted Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary; (6) has at least one director on its Board of Directors ); provided that is not a director or executive officer of the Company or any Restricted Subsidiary and may pledge Capital Stock or Property of any Unrestricted Subsidiary on a nonrecourse basis as long as the pledgee has at least one executive officer that is not a director or executive officer of no claim whatsoever against the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default Subsidiary other than -74- to obtain that pledged Capital Stock or Event of Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) aboveProperty. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.174.15, such Restricted Subsidiary shall shall, by execution and delivery of a supplemental indenture in form satisfactory to the Trustee, be released from any Subsidiary Guarantee of the Notes previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) Restricted Subsidiary. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary (other than an Accounts Receivable Subsidiary) to be a Restricted Subsidiary; providedSubsidiary if, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a immediately after giving pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed effect to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation., (x) the Company could Incur at least $1.00 of additional Debt pursuant to clause (a) of Section

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of After the Company Effective Date, the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if such Subsidiary; provided that: (1) has no any Guarantee by the Issuer or any Restricted Subsidiary of any Indebtedness other than Non-Recourse Debtof the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be, at the time of such designation, and such designation will be permitted only if such Incurrence of Indebtedness would be permitted under Section 4.03; (2) does not own the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and the Restricted Subsidiaries in the Subsidiary being so designated (including any Equity Interest Guarantee by the Issuer or any Restricted Subsidiary of any Restricted Indebtedness of such Subsidiary, or hold any Liens on any property ) will be deemed to be an Investment made as of the Company or any time of its Restricted Subsidiariessuch designation, and such designation will be permitted only if such Investment would be permitted under Section 4.04; (3) such Subsidiary does not hold any Capital Stock or Indebtedness of, or own or hold any Lien on any property or assets of, or have any Investment in, the Issuer or any Restricted Subsidiary; (4) the Subsidiary being so designated: (A) is not party to any agreement, contract, arrangement or understanding with the Company Issuer or any Restricted Subsidiary unless (i) the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company Issuer or such Restricted Subsidiary than those that might be would have been obtained at the time from Persons who are not Affiliates of the Company;Issuer or (ii) such agreement, contract, arrangement or understanding would be permitted under Section 4.05; and (4B) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company Issuer or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director , except to the extent such Guarantee or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiarycredit support would be released upon such designation; and (75) such designation would not cause a no Default or Event of Default. (b) Default would be in existence following such designation. Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Officer’s Certificate and an Opinion of Counsel certifying that such designation complied with the provisions of paragraph (a) above preceding conditions and was permitted by the provisions of Section 4.10 hereofthis Indenture. If, at any time, any Unrestricted Subsidiary (x) would fail to meet the requirements any of the provisions of paragraph preceding requirements described in clause (a4) above, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Indenture, and any Preferred Shares Indebtedness, Investments, or Liens on the property, of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall will be deemed to be Incurred or made by a Restricted Subsidiary as of such date anddate, and if such Preferred Shares Indebtedness, Investments or Liens are not permitted to be issued Incurred or such Indebtedness is not permitted to be Incurred made as of such date under the provisions of Section 4.09 hereofthis Indenture, the Company shall Issuer will be in default of such Sectionunder this Indenture. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (db) The Board of Directors of the Company Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary (a “Revocation”); provided, however, that provided that: (i1) such designation shall will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; 4.03; (ii2) all outstanding Investments owned by such Unrestricted Subsidiary shall will be deemed to be made as of the time of such designation and such Investments shall only designation will be permitted only if such Investments would be permitted under the provisions of Section 4.10 hereof; 4.04; (iii3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof4.06; and and (iv4) no Default or Event of Default would be in existence immediately following such designationRevocation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company ZoomInfo Technologies may designate any Subsidiary of Parent (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Issuers) to be an Unrestricted Subsidiary if unless such Subsidiary: (1) has no Indebtedness other than Non-Recourse Debt; (2) does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of the Company Subsidiary or any of its Restricted Subsidiaries; Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent or any Subsidiary of Parent (3other than any Unrestricted Subsidiary of the Subsidiary to be so designated); provided that (a) is any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by Parent and (b) each of (I) the Subsidiary to be so designated and (II) its Subsidiaries has not party at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any agreement, contract, arrangement or understanding with Indebtedness pursuant to which the Company lender has recourse to any of the assets of Parent or any Restricted Subsidiary unless (other than the terms Capital Stock of any such agreement, contract, arrangement or understanding are no less favorable Subsidiary to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Defaultso designated). (b) Any designation The Board of a Subsidiary Directors of the Company as an Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Event of Default shall have occurred and be continuing. (c) Any such designation by the Board of Directors of ZoomInfo Technologies shall be evidenced notified by ZoomInfo Technologies to the Trustee by promptly filing with the such Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof3.14. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary to be an Unrestricted Subsidiary if such Subsidiary: (1) has no Indebtedness other than Non-Recourse Debt; (2) does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of the Company or any of its Restricted Subsidiaries; (3) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of Default. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) 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 Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are availableapplicable Measurement Period; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; hereof (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at in the time of such designation would be permitted under event that the Notes have reached Investment Grade Status and the provisions of Section 4.11 hereof4.10 hereof have therefore ceased to apply, any calculation required to be effected under this clause (ii) shall be effected as if such provisions had been applicable at all times since the Issue Date); and (iviii) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of its Subsidiaries to be an Unrestricted Subsidiary if the Parent or a Restricted Subsidiary, as the case may be, is permitted to make such Investment in such Subsidiary and such Subsidiary: (1i) does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Parent or any Restricted Subsidiary; (ii) has no Indebtedness Debt other than Non-Recourse Debt; provided, however, that the Parent or a Restricted Subsidiary may loan, advance, extend credit to, or guarantee the Debt of an Unrestricted Subsidiary at any time at or after such Subsidiary is designated as an Unrestricted Subsidiary; (2iii) does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property except as would be permitted by Section 4.14 as such Section was in effect immediately prior to the effective date of the Company or any of its Restricted Subsidiaries; (3) amendments described herein, is not party to any agreement, contract, arrangement or understanding with the Company Parent or any Restricted Subsidiary Subsidiaries unless the terms of any such agreement, contract, arrangement or understanding are no less favorable favorable, taken as a whole, to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Parent or the Company; (4iv) is a Person with respect to which neither the Company Parent nor any Restricted Subsidiary Subsidiaries has any direct or indirect obligation (aA) to subscribe for additional Equity Interests Capital Stock or (bB) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;; and (5v) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed Guaranteed or otherwise directly or indirectly provided credit support in the form of Debt for any Indebtedness Debt of the Company Parent or any its Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of DefaultSubsidiaries. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is Unless so designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the any Person that becomes a Subsidiary so designated shall be deemed to be an Investment made as of the time of Parent will be classified as a Restricted Subsidiary; provided, however, that such designation and Subsidiary shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall not be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in compliance with this Section 4.17subparagraphs (i) and (ii) of clause (d) below will not be satisfied after giving pro forma effect to such classification or if such Person is a Subsidiary of an Unrestricted Subsidiary. (c) Except as provided in the first sentence of clause (b), such no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary, and neither the Parent nor any Restricted Subsidiary shall at any time be released from directly or indirectly liable for any Subsidiary Guarantee previously made by such Subsidiary in accordance Debt that provides that the holder thereof may (with the provisions passage of Section 10.05 hereoftime or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that (i) immediately after giving pro forma effect to such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default shall have occurred and be continuing or would result therefrom. Any such designation or redesignation by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation or redesignation and an Officers’ Certificate that: (i) certifies that such designation or redesignation complies with the foregoing provisions, and (ii) gives the effective date of such designation or redesignation; such filing with the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in existence immediately following which such designationdesignation or redesignation is made (or, in the case of a designation or redesignation made during the last fiscal quarter of the Company’s fiscal year, within 90 days after the end of such fiscal year).”

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary of the Parent’s Subsidiaries to be an Unrestricted Subsidiary if the Parent or a Restricted Subsidiary, as the case may be, is permitted to make such Investment in such Subsidiary and such Subsidiary: (1i) does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Parent or any Restricted Subsidiary; (ii) has no Indebtedness Debt other than Non-Recourse Debt; provided, however, that the Parent or a Restricted Subsidiary may loan, advance, extend credit to, or guarantee the Debt of an Unrestricted Subsidiary at any time at or after such Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 4.10; (2iii) does not own any Equity Interest of any Restricted Subsidiaryexcept as would be permitted by Section 4.14, or hold any Liens on any property of the Company or any of its Restricted Subsidiaries; (3) is not party to any agreement, contract, arrangement or understanding with the Company Parent or any Restricted Subsidiary Subsidiaries unless the terms of any such agreement, contract, arrangement or understanding are no less favorable favorable, taken as a whole, to the Company Parent or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Parent or the Company; (4iv) is a Person with respect to which neither the Company Parent nor any Restricted Subsidiary Subsidiaries has any direct or indirect obligation (aA) to subscribe for additional Equity Interests Capital Stock or (bB) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;; and (5v) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed Guaranteed or otherwise directly or indirectly provided credit support in the form of Debt for any Indebtedness Debt of the Company Parent or any its Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and (7) such designation would not cause a Default or Event of DefaultSubsidiaries. (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Section. (c) If a Restricted Subsidiary is Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the aggregate Fair Market Value Parent will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of all outstanding Investments owned by the Company requirements set forth in subparagraphs (i) and the Restricted Subsidiaries (ii) of clause (d) below will not be satisfied after giving pro forma effect to such classification or if such Person is a Subsidiary of an Unrestricted Subsidiary. (c) Except as provided in the first sentence of clause (b), no Restricted Subsidiary so designated may be redesignated as an Unrestricted Subsidiary, and neither the Parent nor any Restricted Subsidiary shall at any time be deemed 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 an Investment made as accelerated or payable prior to its Stated Maturity upon the occurrence of the time a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) aboveUnrestricted Subsidiary). Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Restricted Subsidiary shall shall, by execution and delivery of a supplemental indenture in form satisfactory to the Trustee, be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereofRestricted Subsidiary. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedSubsidiary if, however, that immediately after giving pro forma effect to such designation, (i) such designation shall be deemed the Company could Incur at least $1.00 of additional Debt pursuant to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available4.09(a); and (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default shall have occurred and be continuing or would result therefrom. Any such designation or redesignation by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation or redesignation and an Officers’ Certificate that: (a) certifies that such designation or redesignation complies with the foregoing provisions, and (b) gives the effective date of such designation or redesignation; such filing with the Trustee to occur within 45 days after the end of the fiscal quarter of the Parent in existence immediately following which such designationdesignation or redesignation is made (or, in the case of a designation or redesignation made during the last fiscal quarter of the Company’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if such Subsidiary:it meets the following qualifications and the designation would not cause a Default. (1) has no Indebtedness other than Non-Recourse Debt; (2) Such Subsidiary does not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property Capital Stock of the Company or any Restricted Subsidiary. (2) The Company would be permitted to make an investment at the time of the designation in an amount equal to the aggregate Fair Market Value of all investments of the Company or its Restricted Subsidiaries;Subsidiaries in such Subsidiary. (3) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Company or any Restricted Subsidiary is permitted under Sections 4.06 and 4.07. (4) Except as permitted by Section 4.14, the Subsidiary is not a party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no not less favorable to the Company or such Restricted Subsidiary than those that might could be obtained at the time from Persons who are in a comparable arm’s length transaction with a Person that is not Affiliates an Affiliate of the Company;. (45) is a Person with respect to which neither Neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests of the Subsidiary or (b) to maintain or preserve such Person’s its financial condition or to cause such Person it to achieve any specified levels of operating resultsresults except to the extent permitted by Sections 4.06 and 4.07. Once so designated the Subsidiary will remain an Unrestricted Subsidiary, subject to paragraph (b). (1) A Subsidiary previously designated an Unrestricted Subsidiary which fails to meet the qualifications set forth in paragraph (a) will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in paragraph (d). (2) The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (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; (52) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed all existing Capital Stock or otherwise directly or indirectly provided credit support for any Indebtedness Debt of the Company or any a Restricted SubsidiarySubsidiary 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; (63) has at least one director on its Board of Directors that is not a director or executive officer of all existing transactions between it and the Company or any Restricted Subsidiary and has will be deemed entered into at least one executive officer that time; (4) it is not a director or executive officer of the Company or any Restricted Subsidiaryreleased at that time from its Note Guarantee, if any; and (75) such designation would not cause it will cease to be subject to the provisions of the Indenture as a Default or Event of DefaultRestricted Subsidiary. (bd) 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 4.13; (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 the Indenture as a Restricted Subsidiary. (e) Any designation by the Board of Directors of a Subsidiary of the Company as an a Restricted Subsidiary or Unrestricted Subsidiary shall will be evidenced to the Trustee by promptly filing with the Trustee a certified copy of the Board Resolution giving effect to such the designation and an Officers’ Officer’s Certificate certifying that such the designation complied with the provisions of paragraph (a) above and was permitted by the provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the provisions of Section 4.09 hereof, the Company shall be in default of such Sectionforegoing provisions. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (d) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof; and (iv) no Default or Event of Default would be in existence immediately following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if such Subsidiary; provided that: (1) has no any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness other than Non-Recourse Debtof the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Company or such Restricted Subsidiary, as the case may be, at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 4.03; (2) does not own the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary being so designated (including any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of Guarantee by the Company or any Restricted Subsidiary of its Restricted Subsidiariesany Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Section 4.04; (3) such Subsidiary does not hold any Capital Stock or Indebtedness of, or own or hold any Lien on any property or assets of, or have any Investment in, the Company or any Restricted Subsidiary; (4) the Subsidiary being so designated: (i) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (4ii) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (ai) to subscribe for additional Equity Interests or (bii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;; and (5iii) except in the case of a Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture, has not guaranteed Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; (6) has at least one director on its Board of Directors that is not a director , except to the extent such Guarantee or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiarycredit support would be released upon such designation; and (75) such designation would not cause a no Default or Event of Default. (b) Default would be in existence following such designation. Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate and an Opinion of Counsel certifying that such designation complied with the provisions of paragraph (a) above preceding conditions and was permitted by the provisions of Section 4.10 hereofthis Indenture. If, at any time, any Unrestricted Subsidiary (x) would fail to meet the requirements any of the provisions of paragraph preceding requirements described in clause (a4) above, it shall will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Indenture, and any Preferred Shares Indebtedness, Investments, or Liens on the property, of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall will be deemed to be Incurred or made by a Restricted Subsidiary as of such date anddate, and if such Preferred Shares Indebtedness, Investments or Liens are not permitted to be issued Incurred or such Indebtedness is not permitted to be Incurred made as of such date under the provisions of Section 4.09 hereofthis Indenture, the Company shall Issuers will be in default of such Sectionunder this Indenture. (c) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of paragraph (a) above. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17, such Subsidiary shall be released from any Subsidiary Guarantee previously made by such Subsidiary in accordance with the provisions of Section 10.05 hereof. (db) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that provided that: (i1) such designation shall will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently ended full fiscal quarter for which internal financial statements are available; 4.03; (ii2) all outstanding Investments owned by such Unrestricted Subsidiary shall will be deemed to be made as of the time of such designation and such Investments shall designation will only be permitted if such Investments would be permitted under the provisions of Section 4.10 hereof; 4.04; (iii3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the provisions of Section 4.11 hereof4.06; and and (iv4) no Default or Event of Default would be in existence immediately following such designation.