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

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by OI Group and its Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be a Restricted Investment made as of the time of such designation and that designation shall only be permitted if such Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to Section 4.13, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group Ventas, Inc. may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by OI Group Ventas, Inc. and its Restricted Subsidiaries in the Subsidiary so properly designated shall will be deemed to be a Restricted an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under Section 4.07 or Permitted Investments, as determined by Ventas, Inc. That designation shall will only be permitted if such the Investment would be permitted at that time and if such the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group Ventas, Inc. may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided provided, however that such designation shall will be deemed to be an incurrence of Indebtedness Debt by a Restricted Subsidiary of OI Group Ventas, Inc. of any outstanding Indebtedness Debt of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness Debt is permitted pursuant to under Section 4.13, 4.09 and 4.10 calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group Company may designate in writing to each of the holders of the Notes any Unrestricted Subsidiary as a Restricted Subsidiary and may designate in writing to each of the holders of the Notes any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary; provided that (i) no such designation of a Restricted Subsidiary as an Unrestricted Subsidiary shall be effective unless (A) such designation is treated as a transfer under Section 10.2 and such designation is permitted by Section 10.2, and (B) such Subsidiary does not own any stock, other equity interest or Indebtedness of the aggregate Fair Market Value Company or a Restricted Subsidiary; and (ii) no such designation shall be effective unless, immediately after giving effect thereto no Default or Event of all outstanding Investments owned Default would exist; provided, further, that any Subsidiary that has been designated as a Restricted Subsidiary or an Unrestricted Subsidiary may not thereafter be redesignated as a Restricted Subsidiary or an Unrestricted Subsidiary, as the case may be, more than once; and provided, further, that no Securitization Entity shall be a Restricted Subsidiary unless designated as such by OI Group and its Restricted Subsidiaries the Company. Notwithstanding anything to the contrary in the this Agreement, upon any Unrestricted Subsidiary so designated becoming a Material Subsidiary, it shall immediately be deemed to be a Restricted Investment made as of the time of such designation and that designation shall only be permitted if such Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to Section 4.13, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall as an Unrestricted Subsidiary will be deemed to be a Restricted either an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; , provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation no Default or Event of Default would not cause a Default; provided that be in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiaryexistence following such designation. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so designated shall as an Unrestricted Subsidiary will be deemed to be a Restricted an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under Section 4.07 of this Indenture or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation shall will only be permitted if such the Investment would be permitted at that time and if such the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1a) such Indebtedness is permitted pursuant to under Section 4.13, calculated on a pro forma basis as if such designation had occurred at the beginning 4.09 of the four-quarter reference period; this Indenture and (2b) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Managing General Partner may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall will be deemed to be a Restricted an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Managing General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall will be deemed to be a Restricted either an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business businesses currently operated by the Company and OBGC be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by OI Group and its Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be a Restricted Investment made as of the time of such designation and that designation shall only be permitted if such Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to Section 4.13, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall be deemed to be a Restricted Investment Investments made as of the time of such the designation, subject to the limitations on Restricted Payments. That designation and that designation shall will only be permitted if such the Investment would be permitted at that time and if such the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary if the redesignation would not cause a Default; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if no Default has occurred and is continuing at the time of such designation and if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall be deemed to be a Restricted an Investment made as of the time of such the designation and that shall reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or Permitted Investments, as determined by the Company. That designation shall only be permitted if such the Investment would be permitted at that time and if such the Restricted Subsidiary of the Company otherwise meets the definition of an Unrestricted Subsidiary. In addition, no such designation may be made unless the proposed Unrestricted Subsidiary does not beneficially own any Capital Stock in any Restricted Subsidiary that is not simultaneously subject to designation as an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted the Company if (1) such Indebtedness is permitted pursuant to Section 4.13, calculated on the redesignation would not cause a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall be in existence following such designationDefault.

Designation of Restricted and Unrestricted Subsidiaries. The Company's Board of Directors of OI Group may designate any Restricted of its Subsidiaries, including any newly formed Subsidiary or any Person that will become a Subsidiary by way of acquisition, to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a any of the Company's Restricted Subsidiary Subsidiaries is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the newly designated Unrestricted Subsidiary so designated shall will be deemed to be a Restricted an Investment made as of the time of such that designation and that will either reduce the amount available for Restricted Payments under Section 4.10(a) or 4.10(b) 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 shall of such a Subsidiary or Person as an "Unrestricted Subsidiary" will only be permitted if such if, in the case of a Restricted Subsidiary, the deemed Investment would be permitted at that the time and if such the Restricted Subsidiary is designated as an Unrestricted Subsidiary and, in any case, if that Subsidiary or Person otherwise meets satisfies the requirements set forth in the definition of an "Unrestricted Subsidiary. The Board of Directors of OI Group may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to Section 4.13, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall be in existence following such designation."

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall as an Unrestricted Subsidiary will be deemed to be a Restricted either an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary of the Company so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall be deemed to be a Restricted Investment Investments made as of the time of such designation and that the designation, subject to the limitations on Restricted Payments. That designation shall only be permitted if such the Investment would be permitted at that time and if such the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary if the redesignation would not cause a Default; provided that provided, that, such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.1310.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the General Partner or Holdco may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default; provided that in no event shall . If, after the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If date of this Indenture, a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall as an Unrestricted Subsidiary will be deemed to be a Restricted either (a) an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under Section 4.07(a) or (b) a Permitted Investment, as determined by the Company. That designation shall will only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the General Partner or Holdco may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by OI Group the Company and its the Restricted Subsidiaries in the Subsidiary so properly designated shall be deemed to be a Restricted Investment Investments made as of the time of such the designation, subject to the limitations on Restricted Payments. That designation and that designation shall will only be permitted if such the Investment would be permitted at that time and if such the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary if the redesignation would not cause a Default; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall there be any Unrestricted Subsidiaries on or immediately following the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiarydate of this Indenture. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Issuer and its Restricted Subsidiaries in the Subsidiary so designated shall (after giving effect to any sale of Equity Interests of such Subsidiary in connection with such designation) will be deemed to be a Restricted an Investment made as of the time of such designation and that such designation shall only will be permitted only if such the Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiaryby Section 4.11 hereof. The Board of Directors of OI Group the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.10, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so designated shall will be deemed to be a Restricted Investment made as of the time of such designation and that designation shall will only be permitted if such Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided PROVIDED that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by OI Group and its Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be a Restricted Investment made as of the time of such designation and that designation shall only be permitted if such Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided PROVIDED that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to Section 4.13, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall will either be deemed to be a Restricted an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to Section 4.13the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall there be any Unrestricted Subsidiaries on or immediately following the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiarydate of this Indenture. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so designated (after giving effect to any sale of Equity Interests of such Subsidiary in connection with such designation) shall be deemed to be a Restricted Investment made as of the time of such designation and that shall either reduce the amount available for Restricted Payments under Section 4.07(a) or reduce the amount available for future Investments under one or more clauses of the definition of "Permitted Investments." That designation shall only be permitted if such Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall be deemed to be a Restricted Investment Investments made as of the time of such the designation, subject to the limitations on Restricted Payments. That designation and that designation shall will only be permitted if such the Investment would be permitted at that time and if such the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary if the redesignation would not cause a Default; provided that provided, that, such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its the Restricted Subsidiaries in the Subsidiary so properly designated shall be deemed to be a Restricted Investment Investments made as of the time of such the designation, subject to the limitations on Restricted Payments. That designation and that designation shall will only be permitted if such the Investment would be permitted at that time and if such the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary if the redesignation would not cause a Default; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if no Default has occurred and is continuing at the time of such designation and if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall be deemed to be a Restricted an Investment made as of the time of such the designation and that shall reduce the amount available for Restricted Payments under the first or second paragraphs of Section 4.07 or Permitted Investments, as determined by the Company. That designation shall only be permitted if such the Investment would be permitted at that time and if such the Restricted Subsidiary of the Company otherwise meets the definition of an Unrestricted Subsidiary. In addition, no such designation may be made unless the proposed Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary that is not simultaneously subject to designation as an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted the Company if (1) such Indebtedness is permitted pursuant to Section 4.13, calculated on the redesignation would not cause a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall be in existence following such designationDefault.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Parent may designate any Restricted Subsidiary of the Parent to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Parent is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Parent and its Restricted Subsidiaries in the Subsidiary so properly designated shall will be deemed to be a Restricted either an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under the first paragraph of Section 5.07 or represent Permitted Investments, as determined by the Parent. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Parent may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Parent; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Parent of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.135.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall as an Unrestricted Subsidiary will be deemed to be a Restricted either an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; Subsidiary of the Company, provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the General Partner may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall will be deemed to be a Restricted an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group Ventas, Inc. may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by OI Group Ventas, Inc. and its Restricted Subsidiaries in the Subsidiary so properly designated shall will be deemed to be a Restricted an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under Section 4.09 or Permitted Investments, as determined by Ventas, Inc. That designation shall will only be permitted if such the Investment would be permitted at that time and if such the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group Ventas, Inc. may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided provided, however, that such designation shall will be deemed to be an incurrence of Indebtedness Debt by a Restricted Subsidiary of OI Group Ventas, Inc. of any outstanding Indebtedness Debt of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness Debt is permitted pursuant to under Section 4.13, 4.11 and 4.12 calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the General Partner may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall as an Unrestricted Subsidiary will be deemed to be a Restricted either (a) an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or (b) a Permitted Investment, as determined by the Company. That designation shall will only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group Ventas, Inc. may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall Default under the business currently operated by the Company be transferred to or held by an Unrestricted SubsidiaryIndenture. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments investments owned by OI Group Ventas, Inc. and its Restricted Subsidiaries in the Subsidiary so properly designated shall will be deemed to be a Restricted an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under Section 4.09 or Permitted Investments, as determined by Ventas, Inc. That designation shall will only be permitted if such the Investment would be permitted at that time and if such the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group Ventas, Inc. may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided provided, however, that such designation shall will be deemed to be an incurrence of Indebtedness Debt by a Restricted Subsidiary of OI Group Ventas, Inc. of any outstanding Indebtedness Debt of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness Debt is permitted pursuant to under Section 4.13, 4.11 and 4.12 calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall would be in existence under the Indenture following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so designated shall will be deemed to be a Restricted Investment made as of the time of such designation and that designation shall will only be permitted if such Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference periodbasis; and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be a Restricted an Investment made as of the time of such designation and shall reduce the amount available for Restricted Payments under the first paragraph of Section 4.07. All such outstanding Investments shall be valued at their fair market value at the time of such designation; provided that any determination of fair market value equal to or greater than U.S. $100.0 million shall be determined by an independent accounting, appraisal or investment banking firm of national standing. That designation shall only be permitted if such Investment Restricted Payment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by Subsidiary if the redesignation would not cause a Restricted Subsidiary of OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary Default and such designation redesignation shall only be permitted if (1) such Indebtedness is permitted pursuant to increase the amount available for Restricted Payments under the first paragraph of Section 4.134.07 as provided therein or Permitted Investments, calculated on a pro forma basis as if such designation had occurred at the beginning applicable. As of the four-quarter reference period; and (2) no Default or Event date hereof, all of Default shall be in existence following such designationthe Company's subsidiaries other than the Hibernia Subsidiaries are Restricted Subsidiaries.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of OI Group may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so designated shall will be deemed to be a Restricted an Investment made as of the time of such designation and that either will reduce the amount available for Restricted Payments under Section 4.11(b) hereof or will at the time of such designation qualify as a Permitted Investment, as the Company shall determine. All such outstanding Investments will be valued at their fair market value at the time of such designation. That designation will only be permitted if such Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by Subsidiary if the redesignation would not cause a Restricted Subsidiary of OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary Default and such designation shall only be permitted if (1redesignation will increase the amount available for Restricted Payments under Section 4.11(b) such Indebtedness is permitted pursuant to Section 4.13hereof as provided therein or Permitted Investments, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall be in existence following such designationapplicable.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Issuer and its Restricted Subsidiaries in the Subsidiary so designated shall will be deemed to be a Restricted Investment made as of the time of such designation and that designation shall will only be permitted if such Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided PROVIDED that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1i) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred 66 at the beginning of the four-quarter reference period; and (2ii) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a 56 Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall as an Unrestricted Subsidiary will be deemed to be a Restricted either an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company on the date of the Indenture be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be a Restricted Investment made as of the time of such designation and that designation shall only be permitted if such Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that upon giving effect to such designation a Default would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiaryexist. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall will be deemed to be a Restricted an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.7 to the extent such Investments do not constitute Permitted Investments, as determined by the Company. That designation shall will only be permitted if such Investment the Investments would be permitted at that time and if such the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that Subsidiary if upon giving effect to such designation shall be deemed to be an incurrence of Indebtedness by redesignation a Restricted Subsidiary of OI Group of any outstanding Default would not exist and all Indebtedness of such Unrestricted Subsidiary and will be deemed to be incurred on the date of such redesignation. Any such designation by the Board of Directors shall only be permitted if (1) such Indebtedness is permitted pursuant evidenced to Section 4.13, calculated on the Trustee by promptly filing with the Trustee a pro forma basis as if copy of the Board Resolution giving effect to such designation had occurred at and an Officers’ Certificate certifying that such designation complied with the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall be in existence following such designationforegoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation no Default or Event of Default would not cause a Default; provided that be in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiaryexistence following such designation. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by OI Group the Issuer and its Restricted Subsidiaries in the Subsidiary so designated shall as an Unrestricted Subsidiary will be deemed to be a Restricted an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under Section 4.07 of this Indenture or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation shall will only be permitted if such the Investment would be permitted at that time and if such the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Issuer; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation shall will only be permitted if (1a) such Indebtedness is permitted pursuant to under Section 4.13, calculated on a pro forma basis as if such designation had occurred at the beginning 4.09 of the four-quarter reference period; this Indenture and (2b) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group Alpharma may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group Alpharma and its Restricted Subsidiaries in the Subsidiary so designated shall will be deemed to be a Restricted Investment made as of the time of such designation and that designation shall will only be permitted if such Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group Alpharma may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group Alpharma of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.135(i), calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Parent may designate any Restricted Subsidiary of the Parent to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Parent is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Parent and its Restricted Subsidiaries in the Subsidiary so properly designated shall will be deemed to be a Restricted either an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Parent. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; , provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Parent of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Parent may designate any Restricted Subsidiary of the Parent to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Parent is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Parent and its Restricted Subsidiaries in the Subsidiary so properly designated shall will be deemed to be a Restricted either an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Parent. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Parent may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Parent; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Parent of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that at the time of and after giving effect to such designation would not cause a Default; provided that in no event Default or Event of Default shall the business currently operated by the Company have occurred or be transferred to or held by an Unrestricted Subsidiarycontinuing. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group of the Company and its Restricted Subsidiaries in the Subsidiary so designated shall will be deemed to be a Restricted an Investment made as of the time of such designation and that will either (i) reduce the amount available for Restricted Payments under Section 4.07 hereof, (ii) reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine, or (iii) a combination of the foregoing. That designation shall will only be permitted if such the Investment would be permitted at that time under Section 4.07 hereof and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Subject to the last paragraph of the definition of "Unrestricted Subsidiaries," the Board of Directors of OI Group may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to Section 4.13, calculated on a pro forma basis as if such designation had occurred at the beginning time of the four-quarter reference period; and (2) after giving effect to such redesignation, no Default or Event of Default shall have occurred or be in existence following such designationcontinuing.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall (1) ASI be designated an Unrestricted Subsidiary and (2) the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so designated shall will be deemed to be a Restricted Investment made as of the time of such designation and that designation shall will only be permitted if such Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall be permitted by this Indenture, including the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiaryprovisions of Sections 4.09 and 4.10 above. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its the Restricted Subsidiaries in the Subsidiary so properly designated shall be deemed to be a Restricted an Investment made as of the time of the designation. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by the Company delivering to the Trustee a certified copy of the resolution of the Board of Directors giving effect to such designation and an Officers' Certificate certifying that such designation shall only be was permitted if such Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets by the definition covenant described under the provisions of an Unrestricted SubsidiarySection 4.10 above. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided PROVIDED, HOWEVER, that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to under the covenant described under the provisions of Section 4.134.09 above, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary of the Company (other than Finance Corp. or the Operating Partnership) to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall will be deemed to be a Restricted either an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall will be deemed to be a Restricted an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall will only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall 54 as an Unrestricted Subsidiary will be deemed to be a Restricted either an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a DefaultSubsidiary; provided that in no event shall the business currently operated that: any Guarantee by the Company be transferred to or held by an Unrestricted Subsidiary. If a any Restricted Subsidiary is of the Company of any Indebtedness of the Subsidiary being so designated as shall be deemed to be an Unrestricted Subsidiaryincurrence 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; the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group 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 designation shall only be permitted if such Investment would be permitted at that time and if under Section 4.10 hereof; such Subsidiary does not own any Equity Interests of, or hold any Liens on any property of, the Company or any Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to Section 4.13, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference periodthereof; and (2) no Default or Event of Default shall be in existence following such designation.the Subsidiary being so designated:

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall there be any Unrestricted Subsidiaries on or immediately following the business currently operated by the Company be transferred to or held by an Unrestricted SubsidiaryIssue Date. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Issuer and its Restricted Subsidiaries in the Subsidiary so designated shall (after giving effect to any sale of Equity Interests of such Subsidiary in connection with such designation) will be deemed to be a Restricted an Investment made as of the time of such designation and that such designation shall only will be permitted only if such the Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiaryby Section 4.11 hereof. The Board of Directors of OI Group the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.10, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so designated shall as an Unrestricted Subsidiary will be deemed to be a Restricted an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary; provided, however, that such covenant need not be complied with if the Subsidiary to be so designated has total assets of $1,000 or less. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that Subsidiary if (1) all Indebtedness, Liens and Investments of such Subsidiary outstanding or in existence immediately following such designation shall be deemed to be an incurrence of Indebtedness would, if incurred or made at such time by a Restricted Subsidiary of OI Group the Company, have been permitted to be incurred or made for all purposes of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to Section 4.13, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; this Indenture and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The (a) As long as no Default (other than a Reporting Default) or Event of Default has occurred and is continuing, the Board of Directors of OI Group the General Partner may designate any newly-formed Subsidiary of the Company or any Subsidiary of the Company acquired after the Issue Date pursuant to an Acquisition permitted under the provisions governing Restricted Subsidiary Payments and Permitted Investments to be an Unrestricted Subsidiary if if, in either case, that designation would not cause a Default; provided that in no event . Any such designation shall be made on or promptly after the business currently operated by date such Subsidiary becomes a Subsidiary of the Company be transferred to (and, in any case, within 30 days of the formation or held by an Unrestricted Subsidiaryacquisition thereof). If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall as an Unrestricted Subsidiary will, to the extent not constituting a “Permitted Investment” under clause (5) of the definition thereof, be deemed to be a Restricted either an Investment made as of the time of such the designation that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent and that will reduce the amount available for Permitted Investments under clause (10) of the definition thereof as determined by the Company. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to Section 4.13, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary (other than MSG and Mobile Services) if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall be deemed to be a Restricted an Investment made as of the time of such the designation and that arid shall reduce the amount available for Restricted Payments under the first paragraph (or clause (xiii) of the second paragraph) of Section 5.6 or under one or more clauses of the definition of Permitted Investments, as determined by the Company. Such designation shall only be permitted if such the Investment would be permitted at that time and if such the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation Subsidiary if the redesignation would not cause a Default. All Subsidiaries of Unrestricted Subsidiaries shall be automatically deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to Section 4.13, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall be in existence following such designationSubsidiaries.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the General Partner may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the such Subsidiary so properly designated shall will be deemed to be a Restricted an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under Section 5.07(a) hereof or represent Permitted Investments, as determined by the Company. That designation shall will only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.135.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall be deemed to be a Restricted Investment Investments made as of the time of such the designation, subject to the limitations on Restricted Payments. That designation and that designation shall will only be permitted if such the Investment would be permitted at that time and if such the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary if the redesignation would not cause a Default; provided PROVIDED that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall will be deemed to be a Restricted an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be a Restricted an Investment made as of the time of such designation and shall reduce the amount available for Restricted Payments under the first paragraph of Section 4.07. All such outstanding Investments shall be valued at their fair market value at the time of such designation; provided that any determination of fair market value equal to or greater than $100.0 million shall be determined by an independent accounting, appraisal or investment banking firm of national standing. That designation shall only be permitted if such Investment Restricted Payment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by Subsidiary if the redesignation would not cause a Restricted Subsidiary of OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary Default and such designation redesignation shall only be permitted if (1) such Indebtedness is permitted pursuant to increase the amount available for Restricted Payments under the first paragraph of Section 4.134.07 as provided therein or Permitted Investments, calculated on a pro forma basis as if such designation had occurred at the beginning applicable. As of the four-quarter reference period; and (2) no Default or Event date hereof, all of Default shall be in existence following such designationthe Company's subsidiaries other than the Hibernia Subsidiaries are Restricted Subsidiaries.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so designated shall will be deemed to be a Restricted Investment made as of the time of such designation and that designation shall will only be permitted if such Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided PROVIDED that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to under the covenant described under Section 4.13, 4.09 hereof calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the General Partner may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the such Subsidiary so properly designated shall will be deemed to be a Restricted an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under the first paragraph of Section 5.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.135.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a 57 Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall as an Unrestricted Subsidiary will be deemed to be a Restricted either an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be a Restricted Investment made as of the time of such designation and that designation shall only be permitted if such Investment would be permitted at that time under Section 4.07 and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall will be deemed to be a Restricted an Investment made as of the time of such the designation and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company; provided that any designation shall of a Restricted Subsidiary as an Unrestricted Subsidiary will only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Enterprise's Board of Directors of OI Group may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or an Event of Default; provided PROVIDED that in no event shall (i) any entity (including any Subsidiary of the business currently operated by Enterprise or the Company Enterprise or any operating division thereof) engaged in the Gaming Business be transferred to or held by an Unrestricted Subsidiary or (ii) any Key Project Assets or Gaming Licenses be transferred to an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Enterprise and its Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be a Restricted an Investment made as of the time of such designation and that designation shall only be permitted if such Investment would be permitted at that time and shall reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 hereof. That designation shall only be permitted if such Restricted Payment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Enterprise's Board of Directors of OI Group may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by Subsidiary if the redesignation would not cause a Restricted Subsidiary of OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to Section 4.13, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall be in existence following such designationDefault.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary (including any newly acquired or formed subsidiary) if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so designated shall will be deemed to be a Restricted Investment made as of the time of such designation and that designation shall will only be permitted if such Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1i) such Indebtedness is permitted pursuant to under Section 4.134.09 hereof, as calculated on a pro forma basis as if such designation had occurred at the beginning of the four-four- quarter reference period; and (2ii) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business businesses currently operated by the Company each of NPC and SPPC be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall be deemed to be a Restricted an Investment made as of the time of such the designation and that shall reduce the amount available for Restricted Payments under the first paragraph of Section 4.07. That designation shall only be permitted if such the Investment would be permitted at that time and if such the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.13, 4.09 calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall will be deemed to be a Restricted an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments pursuant to Section 4.07 or represent Permitted Investments, as determined by the Company. That designation shall will only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and the creation, incurrence, assumption or otherwise causing to exist any Lien of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , (2) such Lien is permitted pursuant to Section 4.12 and (23) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall as an Unrestricted Subsidiary will be deemed to be a Restricted either (i) an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or (ii) represent Permitted Investments, as determined by the Company. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary of the Company to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall will be deemed to be a Restricted an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that Subsidiary if (1) all Indebtedness, Liens and Investments of such Subsidiary outstanding or in existence immediately following such designation shall be deemed to be an incurrence of Indebtedness would, if incurred or made at such time by a Restricted Subsidiary of OI Group the Company, have been permitted to be incurred or made for all purposes of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to Section 4.13, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; this Indenture and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Company's Board of Directors of OI Group may designate any Restricted of its Subsidiaries, including any newly formed Subsidiary or any Person that will become a Subsidiary by way of acquisition, to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a any of the Company's Restricted Subsidiary Subsidiaries is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the newly designated Unrestricted Subsidiary so designated shall will be deemed to be a Restricted an Investment made as of the time of such that designation and that will either reduce the amount available for Restricted Payments under Section 4.10(a) or 4.10(b) 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 shall of such a Subsidiary or Person as an "Unrestricted Subsidiary" will only be permitted if such if, in the case of a Restricted Subsidiary, the deemed Investment would be permitted at that the time and if such the Restricted Subsidiary otherwise meets the definition of is designated as an Unrestricted Subsidiary. The Board of Directors of OI Group may at Subsidiary and, in any time designate any Unrestricted case, if that Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to Section 4.13, calculated on a pro forma basis as if such designation had occurred at or Person otherwise satisfies the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall be in existence following such designation.requirements set

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so properly designated shall as an Unrestricted Subsidiary will be deemed to be a Restricted an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.7 hereof or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary of the Company to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.9 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group the General Partner may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the such Subsidiary so properly designated shall will be deemed to be a Restricted an Investment made as of the time of such the designation and that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if such the Investment would be permitted at that time and if such Restricted the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation shall will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall will only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; , and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group the Company and its Restricted Subsidiaries in the Subsidiary so designated shall will be deemed to be a Restricted Investment made as of the time of such designation and that designation shall will only be permitted if such Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of OI Group the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided PROVIDED that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to under Section 4.134.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default shall would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of OI Group may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that at the time of and after giving effect to such designation would not cause a Default; provided that in no event Default or Event of Default shall the business currently operated by the Company have occurred or be transferred to or held by an Unrestricted Subsidiarycontinuing. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by OI Group of the Company and its Restricted Subsidiaries in the Subsidiary so designated shall will be deemed to be a Restricted an Investment made as of the time of such designation and that will either (i) reduce the amount available for Restricted Payments under Section 4.07 hereof, (ii) reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine, or (iii) a combination of the foregoing. That designation shall will only be permitted if such the Investment would be permitted at that time under Section 4.07(i) and (ii) hereof and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Subject to the last paragraph of the definition of "Unrestricted Subsidiaries," the Board of Directors of OI Group may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted pursuant to Section 4.13, calculated on a pro forma basis as if such designation had occurred at the beginning time of the four-quarter reference period; and (2) after giving effect to such redesignation, no Default or Event of Default shall have occurred or be in existence following such designationcontinuing.