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

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower may designate any Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) such Subsidiary does not own any capital stock of the Borrower or any Restricted Subsidiary; (ii) such Subsidiary does not hold any Indebtedness of, or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (orSubsidiary, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii) neither the Company nor any Restricted Subsidiary guarantees or provides credit support for the Indebtedness of such Restricted Subsidiary; (iii) such Restricted Subsidiary has no outstanding Indebtedness that could trigger a cross-default to the Indebtedness of the Company or any other Restricted Subsidiary; (iv) such Restricted Subsidiary does not own any capital stock Disqualified Stock of the Borrower Company or any Disqualified or Preferred Stock of another Restricted Subsidiary; (ii) such Subsidiary does not or hold any Indebtedness ofIndebtedness, or any Lien on any property ofproperty, of the Borrower Company or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 if such Disqualified or 7.02, respectively; (iii) at the time of designation, the designation would Preferred Stock or Indebtedness could not be permitted Incurred under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee 4.06 or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08such Lien would violate Section 4.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any such Restricted Subsidiary that would does not be permitted under own any Voting Stock of another Restricted Subsidiary, and all of its Subsidiaries are Unrestricted Subsidiaries or are being concurrently designated as Unrestricted Subsidiaries in accordance with this Section 7.044.18(a); and (vi) neither the Borrower nor Investment deemed to have been made thereby in such newly designated Unrestricted Subsidiary and each other newly designated Unrestricted Subsidiary being concurrently redesignated would be permitted to be made under Section 4.07 (other than any Investment deemed to have been made by the Company or any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests in the Subsidiaries in the Commercial Properties Group in connection with the Restructuring upon designation of such Subsidiaries in the Commercial Properties Group as Unrestricted Subsidiaries, provided that (A) the Board of Directors of the Company has determined in good faith that the designation of such Subsidiaries in the Commercial Properties Group as Unrestricted Subsidiaries is necessary to obtain approval from a Qualified Exchange for the Restructuring, (B) at the time of such designation, the members of the Restructuring Group remain Subsidiaries of the Company, and (C) at the time of such designation, the members of the Restructuring Group remain primarily engaged in the Permitted Businesses). (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary, provided that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to maintain such designation; (ii) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which will be deemed to have been Incurred by such newly designated Restricted Subsidiary as a result of such designation would be permitted to be Incurred under Section 4.06; (iii) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which will be deemed to have been Incurred by such newly designated Restricted Subsidiary as a result of such designation would be permitted to be Incurred under Section 4.08; (iv) such Unrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary); (v) if such Restricted Subsidiary is not organized under the laws of the PRC, such Restricted Subsidiary shall upon such designation execute and deliver to the Trustee a supplemental indenture to this Indenture by which such Restricted Subsidiary shall become a Subsidiary Guarantor or preserve its financial condition or cause it to achieve specified levels of operating results except a JV Subsidiary Guarantor to the extent permitted required under Section 11.10; and (vi) if such Restricted Subsidiary is not organized under the laws of the PRC, all Capital Stock of such Restricted Subsidiary owned by Sections 7.01 and 7the Company or any other Restricted Subsidiary shall be pledged to the extent required under Section 10.02.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereofSubsidiary; provided that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii) neither the Company nor any Restricted Subsidiary provides credit support for the Indebtedness of such Restricted Subsidiary; (iii) such Restricted Subsidiary does not own any capital stock Disqualified Stock of the Borrower Company or any Disqualified or Preferred Stock of another Restricted Subsidiary; (ii) such Subsidiary does not or hold any Indebtedness of, or any Lien on any property of, the Borrower Company or any Restricted Subsidiary, if such Disqualified or Preferred Stock or Indebtedness could not be Incurred under Section 4.05 or such Lien would violate Section 4.07; (iv) such Restricted Subsidiary does not own any Voting Stock of another Restricted Subsidiary, and all of its Subsidiaries are Unrestricted Subsidiaries or are being concurrently designated to be Unrestricted Subsidiaries in accordance with Section 4.17(a); and (v) the Investment deemed to have been made thereby in such newly-designated Unrestricted Subsidiary and each case except other newly-designated Unrestricted Subsidiary being concurrently redesignated would be permitted to be made under Section 4.06 (other than any Investment deemed to have been made by the extent Company or any Restricted Subsidiary in the Restructuring Group upon the designation of the Subsidiaries in the Restructuring Group as Unrestricted Subsidiaries in connection with the Restructuring, provided that (A) the Board of Directors has determined in good faith that the designation of such Subsidiaries as Unrestricted Subsidiaries is necessary to obtain approval from a Qualified Exchange for the Restructuring, (B) at the time of such designation, such Subsidiaries remain Subsidiaries of the Company, and (C) at the time of such designation, such Subsidiaries remain primarily engaged in the businesses other than residential property development business). (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which will be deemed to have been Incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted by to be Incurred under Section 7.01 or 7.02, respectively4.05; (iii) any Lien on the property of such Unrestricted Subsidiary at the time of designation, the such designation which will be deemed to have been incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted to be incurred under Section 7.084.07; (iv) to the extent the Indebtedness of the such Unrestricted Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary is permitted under Sections 7.01 and 7.08Subsidiary); (v) the if such Restricted Subsidiary is not party organized under the laws of the PRC and is not an Other Non-Guarantor Subsidiary, such Restricted Subsidiary shall upon such designation execute and deliver to any transaction the Trustee a supplemental indenture to this Indenture by which such Restricted Subsidiary shall become a Subsidiary Guarantor or arrangement a JV Subsidiary Guarantor in accordance with the Borrower or any Restricted Subsidiary that would not be permitted terms under Section 7.04the Indenture; and (vi) neither the Borrower nor any if such Restricted Subsidiary has any obligation to subscribe for additional Equity Interests is not organized under the laws of the PRC, is not an Other Non-Guarantor Subsidiary, is not Xinyuan International (HK) Property Investment Co., Limited or a Subsidiary of a JV Subsidiary Guarantor, all Capital Stock of such Restricted Subsidiary owned by the Company or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7any other Restricted Subsidiary shall be pledged as required under Article 10.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Company may designate after the Issue Date any Subsidiary (other than the Issuers) (including any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created newly formed Subsidiary, to be ) as an “Unrestricted Subsidiary if the sum Subsidiary” under this Indenture (a “Designation”) only if: (a) no Default or Event of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself Default has Subsidiaries, the consolidated total assets of such Subsidiary occurred and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, is continuing after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) such Subsidiary does not own any capital stock of the Borrower or any Restricted SubsidiaryDesignation; (iib) such the Subsidiary does to be so designated and its Subsidiaries do not hold at the time of Designation own any Capital Stock or Indebtedness of, or own or hold any Lien on any property Property of, the Borrower Company or any Restricted Subsidiary, in each case except to other Subsidiary of the extent permitted by Section 7.01 or 7.02, respectivelyCompany that is not a Subsidiary of the Subsidiary so designated; (iiic) the Subsidiary to be so designated and its Subsidiaries do not at the time of designationDesignation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of the Restricted Subsidiaries; and (d) either (x) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (y) if such Subsidiary has consolidated assets greater than $1,000, the designation then such Designation would be permitted under Section 7.084.07. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect such Revocation: (e) (x) the Company could Incur at least $1.00 of additional Indebtedness under Section 4.09(a) or (y) the Fixed Charge Coverage Ratio would be greater than immediately prior to such Revocation, in each case on a pro forma basis taking into account such Revocation; (ivf) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to the extent the Indebtedness be Incurred for all purposes of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04this Indenture; and (vig) neither no Default or Event of Default has occurred and is continuing after giving effect to such Revocation. Each Designation and Revocation must be evidenced by promptly delivering to the Borrower nor any Trustee a board resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may be, and an Officers’ Certificate certifying compliance with the preceding provisions. A Revocation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary has of any obligation to subscribe for additional Equity Interests outstanding Indebtedness of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7such Unrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Par Borrower may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, of the Par Borrower to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (orSubsidiary; provided, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) such the aggregate fair market value, as determined in good faith by the Par Borrower, of all outstanding Investments owned by the Par Borrower and its Restricted Subsidiaries in the Subsidiary does not own being so designated (including any capital stock of Guarantee by the Par Borrower or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Section 6.7 hereof, including as a Permitted Investment; (ii) such Subsidiary does not hold any Indebtedness of, or any Lien Liens on any property of, of the Par Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectivelySubsidiary thereof; (iii) the Subsidiary being so designated: (A) is not party to any agreement, contract, arrangement or understanding with the Par Borrower or any Restricted Subsidiary of the Par Borrower unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Par Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of designation, the designation Par Borrower or would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.046.9 hereof; and (viB) is a Person with respect to which neither the Par Borrower nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation to subscribe for additional Equity Interests Interests, except as would be permitted under Section 6.7 hereof; (iv) no Event of Default would be in existence following such designation; and (v) no Borrower (or direct or indirect parent thereof) may be designated as an Unrestricted Subsidiary if such Borrower is the primary borrower, obligor or applicant with respect to any Revolver Usage outstanding at such time. (b) Any designation of a Restricted Subsidiary of the Par Borrower as an Unrestricted Subsidiary will be evidenced to the Agent by filing with the Agent of a certificate duly executed by an Authorized Person of the Par Borrower certifying that such designation complied with the preceding conditions and was permitted by this Agreement. If, at any time, any Unrestricted Subsidiary (x) would fail to meet any of the preceding requirements described in subclauses (A) or (B) of clause (iii) of Section 6.11(a), it will thereafter cease to maintain be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness, Investments, or preserve its financial condition Liens on the property, of such Subsidiary will be deemed to be Incurred or cause it made by a Restricted Subsidiary of the Par Borrower as of such date and, if such Indebtedness, Investments or Liens are not permitted to achieve specified levels be Incurred or made as of operating results except such date under this Agreement, such event will constitute an Event of Default under this Agreement. (c) The Par Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that: (i) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Par Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is Permitted Indebtedness; (ii) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under Section 6.7 hereof, including as Permitted Investments; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be Permitted Liens; and (iv) no Event of Default would be in existence following such designation. Notwithstanding the provisions set forth above with respect to “Unrestricted Subsidiaries”, the Par Borrower shall not designate any Subsidiary as an Unrestricted Subsidiary, to the extent permitted by Sections 7.01 and 7that such Subsidiary (x) directly or indirectly owns a Refinery (other than an Excluded Refinery) or (y) is not an “Unrestricted Subsidiary” for purposes of the Material Term Facilities.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower In addition to the Unrestricted Subsidiaries so designated as described below, the Company may designate any other Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary provided that the Company could make a Restricted Payment or Permitted Investment in an amount equal to the Fair Market Value as determined in good faith by the Board of Directors of such Subsidiary pursuant to Section 4.10 and such amount is thereafter treated as a Restricted Payment or Permitted Investment for the purpose of calculating the amount available in connection with Section 4.10. An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if the sum of (i) all the total assets Debt of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements could be incurred pursuant to Section 4.09 and (ii) all the amount Liens on the Property and assets of such Unrestricted Subsidiary could be Incurred pursuant to Section 4.11. Unless so designated as an Unrestricted Subsidiary, any Investments made Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if (1) either of the requirements set forth in the Specified Joint Ventures immediately preceding paragraph will not be satisfied after giving pro forma effect to such classification, (2) if such Person is a Subsidiary of an Unrestricted Subsidiary or (3) unless the Closing Date Company elects otherwise, such Subsidiary is formed and exists solely for the purpose of effecting a transaction or series of transactions otherwise permitted by this Indenture and such Subsidiary will be merged, consolidated, liquidated, dissolved, wound up or amalgamated into the Company or a Restricted Subsidiary within a reasonable period following consummation of such transaction or series of transactions. Any such designation of a Subsidiary as an Unrestricted Subsidiary (determined in addition to those Subsidiaries initially designated as Unrestricted Subsidiaries pursuant to the immediately following paragraph) or redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary by the Board of Directors of the Company will be evidenced to the Trustee by delivery to the Trustee of a resolution of the Board of Directors of the Company giving effect to such designation or redesignation and an Officers’ Certificate that: (1) certifies that such designation or redesignation complies with the preceding provisions, and (2) gives the effective date of such designation or redesignation, such delivery to the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in accordance with which such designation or redesignation is made (or, in the definition case of “Investment”a designation or redesignation made during the last fiscal quarter of the Company’s fiscal year, within 90 days after the end of such fiscal year). As of the Issue Date, the Board of Directors of the Company has designated Greenpac Holding LLC (and its direct parent holding company), does not exceed 5% Containerboard Partners (Ontario) Inc., Xxxx xx Xxxxxx S.p.A., Longhorn Converting Paper, LLC, Air Cascades Inc., Falcon Packaging, LLC, 819 Virginia LLC and Cascades Lessor SC LLC (and their respective Subsidiaries) as Unrestricted Subsidiaries. Upon designation of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be Restricted Subsidiary as an Unrestricted Subsidiary in compliance with the covenants set forth in Article 6 hereof; provided that: (i) this Section 4.15, such Restricted Subsidiary does not own shall automatically be released from any capital stock of the Borrower or any Subsidiary Guarantee previously made by such Restricted Subsidiary; (ii) such Subsidiary does not hold any Indebtedness of, or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof upon receipt by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 Trustee of an Officers’ Certificate and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7a Board Resolution in respect thereof.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereofSubsidiary; provided that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii) neither the Parent Guarantor nor any Restricted Subsidiary guarantees or provides credit support for the Indebtedness of such Restricted Subsidiary; (iii) such Restricted Subsidiary has no outstanding Indebtedness that could trigger a cross-default to the Indebtedness of the Parent Guarantor or any other Restricted Subsidiary; (iv) such Restricted Subsidiary does not own any capital stock Disqualified Stock of the Borrower Parent Guarantor or Disqualified or Preferred Stock of another Restricted Subsidiary or hold any Indebtedness or any Lien on any property, of the Parent Guarantor or any Restricted Subsidiary, if such Disqualified or Preferred Stock or Indebtedness could not be Incurred under ‎Section 4.03 or such Lien would violate ‎Section 4.05; (v) such Restricted Subsidiary does not own any Voting Stock of another Restricted Subsidiary, and all of its Subsidiaries are Unrestricted Subsidiaries or are being concurrently designated as Unrestricted Subsidiaries in accordance with this ‎Section 4.14(a); (vi) the Investment deemed to have been made thereby in such newly-designated Unrestricted Subsidiary and each other newly designated Unrestricted Subsidiary being concurrently redesignated would be permitted to be made under ‎Section 4.04; and (vii) no member of the ER Group or any direct or indirect holding company of the ER Group may be designated as an Unrestricted Subsidiary. (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii) such Subsidiary does not hold any Indebtedness of, or any Lien on any property of, of such Unrestricted Subsidiary outstanding at the Borrower or any time of such designation which will be deemed to have been Incurred by such newly-designated Restricted Subsidiary, in each case except Subsidiary as a result of such designation would be permitted to the extent permitted by Section 7.01 or 7.02, respectivelybe Incurred under ‎Section 4.03; (iii) any Lien on the property of such Unrestricted Subsidiary at the time of designation, the such designation which will be deemed to have been Incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted to be Incurred under Section 7.08‎Section 4.05; (iv) to the extent the Indebtedness of the such Unrestricted Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary is permitted under Sections 7.01 and 7.08;Subsidiary); and (v) the if such Restricted Subsidiary is a Wholly Owned Subsidiary which, directly or indirectly, own any mining deposits or reserves or any mining license (other than with respect to the Baruun Naran mine), such Restricted Subsidiary shall upon such designation execute and deliver to the Trustee a supplemental indenture to this Indenture by which such Restricted Subsidiary shall become a Subsidiary Guarantor. Notwithstanding the foregoing, the Parent Guarantor will not party be obligated to any transaction or arrangement with the Borrower or cause any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither to guarantee the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except Notes to the extent permitted by Sections 7.01 and 7such guarantee could reasonably be expected to give rise to or result in any conflict with or violation of applicable law (or risk of personal or criminal liability for the officers, directors, managers or shareholders of such Restricted Subsidiary).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors or chief financial officer of Parent may designate any Subsidiary of the Parent (other than (x) any Borrower or (y) any Material Subsidiary, provided that the Borrower may designate any Material Subsidiary as an Unrestricted Subsidiary if (other I) the Borrower reasonably determines that such Material Subsidiary is unable to continue as a Restricted Subsidiary as a matter of applicable law (as reasonably determined by the Borrower in consultation with the Administrative Agent) or (II) such Material Subsidiary is Coupang Pay and Coupang Pay does not have Consolidated Total Tangible Assets of more than any Subsidiary 15% of the Consolidated Total Tangible Assets of Parent and its Restricted Subsidiaries or gross revenues of more than 15% of the consolidated gross revenues of Parent and its Restricted Subsidiaries, in each case determined as of the most recent financial statements that is an obligor with respect to any Indebtedness incurred have been delivered pursuant to Section 7.01(a)(xiii5.1(a) or 7.01(a)(xiv(b) of Section 3.4(a))), including a newly acquired or created SubsidiarySubsidiary of Parent, to be an Unrestricted Subsidiary if it meets the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided thatfollowing qualifications: (i) such Subsidiary does not own any capital stock Equity Interest of the Borrower Parent or any other Restricted SubsidiarySubsidiary of Parent; (ii) Parent would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value (as determined by Parent in good faith) of all Investments of Parent or its Restricted Subsidiaries in such Subsidiary does not hold any Indebtedness of, or any Lien on any property of, (valued at Parent’s and its Restricted Subsidiaries’ proportional share of the Borrower or any Restricted fair market value (as determined by Parent in good faith) of such Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively’s assets less liabilities); (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower Parent or any Restricted Subsidiary of Parent is permitted under Sections 7.01 and 7.08Section 6.1 or Section 6.7; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (viiv) neither the Borrower Parent nor any Restricted Subsidiary of Parent has any obligation to subscribe for additional Equity Interests of the such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 Section 6.1 or Section 6.7; (v) immediately before and 7after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such designation; (vi) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of Parent or a Restricted Subsidiary of Parent; and (vii) such Subsidiary does not own (or hold an exclusive license in respect of) any Intellectual Property other than ownership or a license resulting from a Permitted IP Transfer. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (b) (i) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections (a)(i), (a)(iii), (a)(iv) or (a)(vi) of Section 5.13 will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in subsection (d) of Section 5.13 and (ii) the Board of Directors of Parent may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if no Event of Default exists at the time of the designation and the designation would not cause an Event of Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) all existing Investments of Parent and the Restricted Subsidiaries of Parent therein (valued at Parent’s and its Restricted Subsidiaries’ proportional share of the fair market value of its assets less liabilities) will be deemed made at that time; (ii) all existing Equity Interest or Indebtedness of Parent or a Restricted Subsidiary of Parent held by such Unrestricted Subsidiary will be deemed issued or incurred, as applicable, at that time, and all Liens on property of Parent or a Restricted Subsidiary of Parent securing obligations of such Unrestricted Subsidiary will be deemed incurred at that time; (iii) all existing transactions between it and Parent or any Restricted Subsidiary of Parent will be deemed entered into at that time; (iv) it will be released at that time from its Guaranty; and (v) it will cease to be subject to the provisions of this Agreement as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.13(b), (i) all of its Indebtedness and Liens will be deemed incurred at that time for purposes of Section 6.1 and Section 6.2, as applicable; (ii) all Investments therein previously charged under Section 6.7 will be credited thereunder; (iii) unless it is an Excluded Subsidiary, it shall be required to become a Guarantor pursuant to Section 5.10; and (iv) it will be subject to the provisions of this Agreement as a Restricted Subsidiary. (e) Any designation by the Board of Directors or chief financial officer of Parent of a Subsidiary as an Unrestricted Subsidiary after the Effective Date will be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolutions of the Board of Directors of Parent giving effect to the designation and a certificate of a Responsible Officer of Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary, unless a Subsidiary if the sum of (i) the total assets of such Restricted Subsidiary is a Restricted Subsidiary (or, if any and is not concurrently being designated as an Unrestricted Subsidiary); provided that (1) Sino-Forest (China) Investments Limited shall always be a Restricted Subsidiary, (2) such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on Default, (3) a Pro Forma Basis, after giving effect Restricted Subsidiary cannot be a Subsidiary of an Unrestricted Subsidiary and (4) the Investment deemed to have been made thereby in such designation, the Borrower shall newly- designated Unrestricted Subsidiary would be in compliance with the covenants set forth in Article 6 hereofpermitted to be made under Section 4.07. (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (i1) such Subsidiary does designation shall not own any capital stock of the Borrower or any Restricted Subsidiary;cause a Default, (ii2) such Subsidiary does not hold any Indebtedness of, or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) of such Unrestricted Subsidiary outstanding at the time of designation, the such designation which will be deemed to have been Incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted to be Incurred under Section 7.084.06; (iv3) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which will be deemed to the extent the Indebtedness have been incurred by such newly-designated Restricted Subsidiary as a result of the such designation would be permitted to be incurred under Section 4.08; (4) such Unrestricted Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary); (5) if such Restricted Subsidiary is permitted not organized under Sections 7.01 the laws of the PRC and 7.08;is a not a Foreign Subsidiary, such Restricted Subsidiary shall upon such designation execute and deliver to the Trustee a supplemental indenture in the form of Exhibit E by which such Restricted Subsidiary shall become a Subsidiary Guarantor, and (v6) the if such Restricted Subsidiary is not party organized under the laws of the PRC or any other jurisdiction that prohibits the property and assets (including the Capital Stock) of such Restricted Subsidiary from being pledged, mortgaged or charged to secure the obligations of the Company or a Subsidiary Guarantor, all property and assets (including the Capital Stock) of such Restricted Subsidiary owned by the Company or any transaction other Restricted Subsidiary shall be mortgaged, charged or arrangement pledged as required under Article 10. (c) Any designation by the Board of Directors of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the Trustee by promptly filing with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests Trustee a copy of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except Board Resolution giving effect to the extent permitted by Sections 7.01 designation and 7an Officer’s Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Issuer may designate any Restricted Subsidiary of the Issuer to be an Unrestricted Subsidiary; provided that: (i) any Guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Issuer or such Restricted Subsidiary (other than or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 6.9; (ii) the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) will, unless it otherwise constitutes a Permitted Investment, be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 6.8; (iii) such Subsidiary does not hold any Liens on any property of the Issuer or any Restricted Subsidiary thereof; (iv) the Subsidiary being so designated: (A) is an obligor a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (B) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness incurred pursuant of the Issuer or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation; and (C) is not a party to any agreement or understanding with the Issuer or any of its Restricted Subsidiaries unless the terms of any such agreement would be permitted under Section 7.01(a)(xiii6.11; (v) simultaneously with such designation, the Issuer designates an Unrestricted Subsidiary to be a Restricted Subsidiary and the Consolidated EBITDA for the most recently completed twelve fiscal months for which internal financial statements are immediately available of such Unrestricted Subsidiaries is equal to or greater than the Consolidated EBITDA for the most recently completed twelve fiscal months for which internal financial statements are immediately available of such Restricted Subsidiary; and (vi) no Default or Event of Default would be in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by the Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements described in subclauses (i), (ii) or 7.01(a)(xiv))(iii) of clause (a) above, including a newly acquired or created Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary if the sum for purposes of (i) the total assets this Indenture and any Indebtedness of such Subsidiary (orwill be deemed to be Incurred or made by a Restricted Subsidiary of the Issuer as of such date and, if any such Subsidiary itself has SubsidiariesIndebtedness, Investments or Liens are not permitted to be Incurred or made as of such date under this Indenture, the consolidated total assets Issuer will be in default under this Indenture. (c) The Board of such Subsidiary and its Consolidated Subsidiaries) and Directors of the total assets of every other Issuer may at any time designate any Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause to be a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereofRestricted Subsidiary; provided that: (i) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary does not own any capital stock of the Borrower or Issuer of any Restricted Subsidiaryoutstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is permitted under the covenant described under Section 6.9; (ii) all outstanding Investments owned by such Unrestricted Subsidiary does not hold any Indebtedness of, or any Lien will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under the covenant described above under Section 6.8 provided that such outstanding Investments shall be valued at the lesser of (A) the Fair Market Value of such Investments measured on any property of, the Borrower or any Restricted date of such designation and (B) the Fair Market Value of such Investments measured at the time each such Investment was made by such Unrestricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of designation, the such designation would be permitted under Section 7.08;6.7; and (iv) to the extent the Indebtedness no Default or Event of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that Default would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of Xxxxxxx may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if the sum no Default or Event of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), Default would be in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to existence following such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i1) such the aggregate Fair Market Value of all outstanding Investments owned by Xxxxxxx and its Restricted Subsidiaries in the Subsidiary does not own so designated (including any capital stock of the Borrower guarantee by Xxxxxxx or any Restricted Subsidiary of any Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of the designation and that such Investment would be permitted under Section 4.07 hereof; (ii2) any guarantee by Xxxxxxx or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by Xxxxxxx 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; and (3) such Subsidiary does not hold any Indebtedness of, or any Lien Liens on any property of, the Borrower of Xxxxxxx or any Restricted Subsidiary thereof; provided, further, that such designation will only be permitted if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board of Directors of Xxxxxxx may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (1) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of Xxxxxxx of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is permitted under Section 4.09 hereof, in each case except to calculated on a pro forma basis as if such designation had occurred at the extent permitted by Section 7.01 or 7.02, respectivelybeginning of the four-quarter reference period; (iii2) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under Section 4.07 hereof; (3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of designation, the such designation would be permitted under Section 7.084.12 hereof; (iv4) to the extent the Indebtedness no Default or Event of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that Default would not be permitted under Section 7.04in existence following such designation; and (vi5) neither such Unrestricted Subsidiary becomes a Subsidiary Guarantor and executes a supplemental indenture in substantially the Borrower nor any Restricted Subsidiary has any obligation form of Exhibit C hereto and delivers an Opinion of Counsel reasonably satisfactory to subscribe for additional Equity Interests the Trustee within 10 Business Days of the Subsidiary or to maintain or preserve its financial condition or cause date on which it to achieve specified levels of operating results except is designated to the extent permitted by Sections 7.01 effect that such supplemental indenture has been duly authorized, executed and 7delivered and constitutes a legal, valid and binding agreement of such Subsidiary, enforceable against such Subsidiary in accordance with its terms.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Parent Borrower’s Board of Directors may designate any Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv))of its Subsidiaries, including any newly formed Subsidiary or any Person that will become a newly acquired or created SubsidiarySubsidiary of Parent Borrower by way of acquisition, to be an “Unrestricted Subsidiary,” upon which designation such Unrestricted Subsidiary if shall cease to be deemed a “Subsidiary” within the sum meaning of this Agreement. Such designation subject to the following conditions: (i) such Subsidiary has no Indebtedness other than Indebtedness that is non-recourse to the total property and assets of Holdings, Parent Borrower or any other Subsidiary; (ii) such Subsidiary has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Parent Borrower or any of its other Subsidiaries; (iii) the designation of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other as an Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default or Event of Default; (iv) Parent Borrower and on its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 6.7 (b) as of the last day of the most recently ended Fiscal Quarter for which a Pro Forma Basis, Compliance Certificate has been (or was required to have been) delivered to Administrative Agent pursuant to Section 5.1(c) after giving effect to such designation; and (v) after giving effect to such designation, the Borrower Consolidated Total Assets of all Unrestricted Subsidiaries and their respective Subsidiaries shall be no greater than 4.00% of the Consolidated Total Assets of Parent Borrower and its subsidiaries (including Unrestricted Subsidiaries). (b) Upon any such designation of a Subsidiary of Parent Borrower as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Parent Borrower and its Subsidiaries in compliance with the covenants set forth in Article 6 hereof; provided thatnewly designated Unrestricted Subsidiary will be deemed to be an Investment made as of the time of that designation and will reduce the amount available for Investments under Section 6.6. (c) Parent Borrower’s Board of Directors may redesignate any Unrestricted Subsidiary to be a Subsidiary of Parent Borrower subject to the following conditions: (i1) such Subsidiary does not own any capital stock of the Borrower or any Restricted Subsidiary;executes and delivers to Administrative Agent a Counterpart Agreement providing for a Guarantee; and (ii2) the redesignation of such Unrestricted Subsidiary does as a Subsidiary would not hold cause a Default or Event of Default; it being understood that any Indebtedness ofIndebtedness, Liens, agreements or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) transactions of such Unrestricted Subsidiary outstanding at the time of designation, the designation would such redesignation shall be permitted under Section 7.08; (iv) deemed to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee be incurred or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7entered into at such time.

Designation of Restricted and Unrestricted Subsidiaries. (a) All of the Corporation’s existing Wholly-Owned Subsidiaries shall be “Restricted Subsidiaries” and any future Wholly-Owned Subsidiary of the Corporation shall become a “Restricted Subsidiary” as at such time that it becomes a Wholly-Owned Subsidiary of the Corporation. The Borrower may Board of Directors of the Corporation shall not be permitted to designate any existing or future Wholly-Owned Subsidiary of the Corporation as an “Unrestricted Subsidiary”. However, the Board of Directors of the Corporation shall be permitted to (other than 1) designate any Unrestricted Subsidiary or any Subsidiary that is not a Wholly-Owned Subsidiary as a “Restricted Subsidiary”, provided that such designation shall be deemed to be an obligor with respect incurrence of Indebtedness by a Restricted Subsidiary in an amount equal to any the outstanding Indebtedness incurred pursuant to Section 7.01(a)(xiii) of such Unrestricted Subsidiary or 7.01(a)(xiv)), including Subsidiary that is not a newly acquired or created Wholly-Owned Subsidiary, as applicable, and such designation shall only be permitted if (a) such Indebtedness is permitted under Section 8.7, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (b) no Default or Event of Default would be in existence following such designation, or (2) subject to the first paragraph of Section 8.7, designate any Restricted Subsidiary that is not a Wholly-Owned Subsidiary as an “Unrestricted Subsidiary” if, as at the time of such designation, (a) such designation would not cause a Default, and (b) after giving pro forma effect to such designation, (i) the sum, without duplication, of the EBITDA of the Corporation’s Unrestricted Subsidiaries, would not be greater than 10% of the EBITDA of the Corporation and its Subsidiaries, on a consolidated basis, and (ii) the sum, without duplication, of the total assets of the Corporation’s Unrestricted Subsidiaries, would not be greater than 10% of the total assets of the Corporation and its Subsidiaries, on a consolidated basis, all as shown on the most recent internal income statement and balance sheet of the Corporation; provided, however, that upon such designation the aggregate Fair Market Value of all outstanding Investments owned by the Corporation and its Restricted Subsidiaries in such Restricted Subsidiary shall be deemed to be an Investment made as of the time of the designation and shall reduce the amount available for Restricted Payments under Section 8.6 or under one or more clauses of the definition of “Permitted Investments”, as determined by the Corporation, and provided further that such designation shall only be permitted if the Investment would be permitted at that time and if such Restricted Subsidiary that is not a Wholly-Owned Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Restricted Subsidiary as an Unrestricted Subsidiary shall be evidenced to the Debenture Trustees by filing with the Debenture Trustees a certified copy of a resolution of the Board of Directors of the Corporation giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted under Section 8.6. If, at any time, any Unrestricted Subsidiary would fail to meet the definition of an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary if the sum for purposes of (i) the total assets this Indenture and any Indebtedness of such Unrestricted Subsidiary (orshall be deemed to be incurred by a Restricted Subsidiary as of such date and, if any such Subsidiary itself has SubsidiariesIndebtedness is not permitted to be incurred as of such date under Section 8.7, the consolidated total assets Corporation shall be in default of such Subsidiary Section 8.7. Mediative G.P. Inc. and its Consolidated Mediative Performance L.P. shall be treated as “Unrestricted Subsidiaries) ” from and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of after the date of this Indenture. In the Most Recent Financial Statements event Mediative G.P. Inc. and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as Mediative Performance L.P. become Wholly-Owned Subsidiaries of the date of Corporation, Mediative G.P. Inc. and Mediative Performance L.P. will, at such designation in accordance with the definition of “Investment”)time, does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated become Restricted Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) such Subsidiary does not own any capital stock of the Borrower or any Restricted Subsidiary; (ii) such Subsidiary does not hold any Indebtedness of, or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereofSubsidiary; provided that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii) neither the Company nor any Restricted Subsidiary provides credit support for the Indebtedness of such Restricted Subsidiary; (iii) such Restricted Subsidiary does not own any capital stock Disqualified Stock of the Borrower Company or any Disqualified or Preferred Stock of another Restricted Subsidiary; (ii) such Subsidiary does not or hold any Indebtedness of, or any Lien on any property of, the Borrower Company or any Restricted Subsidiary, if such Disqualified or Preferred Stock or Indebtedness could not be Incurred under Section 4.05 or such Lien would violate Section 4.07; (iv) such Restricted Subsidiary does not own any Voting Stock of another Restricted Subsidiary, and all of its Subsidiaries are Unrestricted Subsidiaries or are being concurrently designated to be Unrestricted Subsidiaries in accordance with Section 4.17(a); and (v) the Investment deemed to have been made thereby in such newly-designated Unrestricted Subsidiary and each case except other newly-designated Unrestricted Subsidiary being concurrently redesignated would be permitted to be made under Section 4.06. (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (i) no Default shall have occurred and be continuing at the extent time of or after giving effect to such designation; (ii) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which will be deemed to have been Incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted by to be Incurred under Section 7.01 or 7.02, respectively4.05; (iii) any Lien on the property of such Unrestricted Subsidiary at the time of designation, the such designation which will be deemed to have been incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted to be incurred under Section 7.084.07; (iv) to the extent the Indebtedness of the such Unrestricted Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary is permitted under Sections 7.01 and 7.08Subsidiary); (v) the if such Restricted Subsidiary is not party organized under the laws of the PRC and is not an Other Non-Guarantor Subsidiary, such Restricted Subsidiary shall upon such designation execute and deliver to any transaction the Trustee a supplemental indenture to this Indenture by which such Restricted Subsidiary shall become a Subsidiary Guarantor or arrangement a JV Subsidiary Guarantor in accordance with the Borrower or any Restricted Subsidiary that would not be permitted terms under Section 7.04the Indenture; and (vi) neither the Borrower nor any if such Restricted Subsidiary has any obligation to subscribe for additional Equity Interests is not organized under the laws of the PRC, is not an Other Non-Guarantor Subsidiary, is not Xinyuan International (HK) Property Investment Co., Limited or a Subsidiary of a JV Subsidiary Guarantor, all Capital Stock of such Restricted Subsidiary owned by the Company or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7any other Restricted Subsidiary shall be pledged as required under Article 10.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereofSubsidiary; provided that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such Subsidiary does not own any capital stock of the Borrower or any Restricted Subsidiarydesignation; (ii) such Restricted Subsidiary does not own any Disqualified Stock of the Company or any Subsidiary Guarantor or Disqualified or Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor or hold any Indebtedness of, or any Lien on any property of, the Borrower Company or any Restricted Subsidiary, in each case except to the extent permitted by if such Disqualified or Preferred Stock or Indebtedness could not be Incurred under Section 7.01 4.05 or 7.02, respectivelysuch Lien would violate Section 4.07; (iii) at the time such Restricted Subsidiary does not own any Voting Stock of designationanother Restricted Subsidiary, the designation would and all of its Subsidiaries are Unrestricted Subsidiaries or are being concurrently designated to be permitted under Unrestricted Subsidiaries in accordance with this Section 7.084.18(a); (iv) to the extent the Indebtedness none of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower Company or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08;Guarantees or provides credit support for the Indebtedness of such Restricted Subsidiary; and (v) the Investment deemed to have been made thereby in such newly designated Unrestricted Subsidiary and each other newly designated Unrestricted Subsidiary being concurrently redesignated would be permitted to be made under Section 4.06. (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which shall be deemed to have been Incurred by such newly designated Restricted Subsidiary as a result of such designation would be permitted to be Incurred under Section 4.05; (iii) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which shall be deemed to have been incurred by such newly designated Restricted Subsidiary as a result of such designation would be permitted to be incurred under Section 4.07; (iv) such Unrestricted Subsidiary is not party to any transaction or arrangement with the Borrower or any a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary that would not be permitted under Section 7.04Subsidiary); and (viv) neither the Borrower nor any if such Restricted Subsidiary has any obligation to subscribe for additional Equity Interests is not organized under the laws of the PRC, such Restricted Subsidiary shall upon such designation execute and deliver to the Trustee a supplemental indenture to this Indenture by which such Restricted Subsidiary shall become a Subsidiary Guarantor. (c) Any designation by the Board of Directors of a Subsidiary as a Restricted Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except Unrestricted Subsidiary shall be evidenced to the extent permitted Trustee by Sections 7.01 promptly filing with the Trustee a copy of the Board Resolution giving effect to the designation and 7an Officers’ Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary (other than a Co-Issuer) of the Company to be an Unrestricted Subsidiary; provided that: (i) any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such incurrence of Indebtedness would be permitted under Section 4.09; (ii) the aggregate value (as determined in accordance with this Indenture) of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Section 4.08 hereof; (iii) the Subsidiary being so designated has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries, except (A) to the extent such Guarantee or credit support would be released upon such designation or (B) a pledge of the Equity Interests of the Unrestricted Subsidiary that is the obligor thereunder; and (iv) no Default or Event of Default would be in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Company as an obligor Unrestricted Subsidiary will be evidenced to the Trustee by delivering to the Trustee the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with respect the preceding conditions and was permitted by this Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any Indebtedness incurred pursuant to Section 7.01(a)(xiiiof the preceding requirements described in clause (iii) or 7.01(a)(xiv))above, including a newly acquired or created Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary if for purposes of this Indenture and any Indebtedness, Investments, or Liens on the sum of (i) the total assets property, of such Subsidiary (orwill be deemed to be incurred or made by a Restricted Subsidiary of the Company as of such date and, if any such Subsidiary itself has SubsidiariesIndebtedness, Investments or Liens are not permitted to be incurred or made as of such date under this Indenture, the consolidated total assets Issuers will be in default under this Indenture. (c) The Board of such Subsidiary and its Consolidated Subsidiaries) and Directors of the total assets of every other Company may at any time designate any Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause to be a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereofRestricted Subsidiary; provided that: (i) such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary does not own any capital stock of the Borrower or Company of any Restricted Subsidiary;outstanding Indebtedness (including any Obligations that are non-recourse) of such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is permitted under Section 4.09 hereof; and (ii) such Subsidiary does not hold any Indebtedness of, no Default or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time Event of designation, the designation Default would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower may designate any Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Third Amendment and Restatement Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) such Subsidiary does not own any capital stock of the Borrower or any Restricted Subsidiary; (ii) such Subsidiary does not hold any Indebtedness of, or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower may designate any Subsidiary (other than any Subsidiary that is Unless designated as an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv))Unrestricted Subsidiary, including a each newly acquired or created Subsidiary or a Restricted Subsidiary shall be a Restricted Subsidiary, to . Any Restricted Subsidiary may be designated by the Company as an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereofSubsidiary; provided that: (i1) such Subsidiary does not own any capital stock of Guarantee by the Borrower Company or any Restricted SubsidiarySubsidiary thereof of any Indebtedness of the Subsidiary being so designated shall be deemed to be an incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such incurrence of Indebtedness would be permitted under Section 1007; (ii2) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of such Subsidiary) shall be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 1009; (3) such Subsidiary does not hold any Indebtedness of, or any Lien Liens (other than Permitted Liens) on any property of, of the Borrower Company or any Restricted Subsidiary, Subsidiary thereof; and (4) no Default or Event of Default would be in each case except existence following such designation. (b) Any designation of a Restricted Subsidiary as an Unrestricted Subsidiary shall be evidenced to the extent Trustee by filing with the Trustee an Officers’ Certificate of the Company certifying that such designation complied with the preceding conditions and was permitted by this Indenture. (c) The Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (1) such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under Section 7.01 or 7.021007, respectivelycalculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; (iii2) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under Section 1009; (3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of designation, the such designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.041008; and (vi4) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests no Default or Event of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any Restricted Subsidiary (other than a Co-Issuer) of the Company to be an Unrestricted Subsidiary; provided that: (i) any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such incurrence of Indebtedness would be permitted under Section 4.09; (ii) the aggregate value (as determined in accordance with this Indenture) of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Section 4.08 hereof; (iii) the Subsidiary being so designated has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries, except (A) to the extent such Guarantee or credit support would be released upon such designation or (B) a pledge of the Equity Interests of the Unrestricted Subsidiary that is the obligor thereunder; and (iv) no Default or Event of Default would be in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Company as an obligor Unrestricted Subsidiary will be evidenced to the Trustee by delivering to the Trustee the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with respect the preceding conditions and was permitted by this Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any Indebtedness incurred pursuant to Section 7.01(a)(xiiiof the preceding requirements described in clause (iii) or 7.01(a)(xiv))above, including a newly acquired or created Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary if for purposes of this Indenture and any Indebtedness, Investments or Liens on the sum of (i) the total assets property of such Subsidiary (orwill be deemed to be incurred or made by a Restricted Subsidiary of the Company as of such date and, if any such Subsidiary itself has SubsidiariesIndebtedness, Investments or Liens are not permitted to be incurred or made as of such date under this Indenture, the consolidated total assets Issuers will be in default under this Indenture. (c) The Board of such Subsidiary and its Consolidated Subsidiaries) and Directors of the total assets of every other Company may at any time designate any Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause to be a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereofRestricted Subsidiary; provided that: (i) such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary does not own any capital stock of the Borrower or Company of any Restricted Subsidiary;outstanding Indebtedness (including any Obligations that are non-recourse) of such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is permitted under Section 4.09 hereof; and (ii) such Subsidiary does not hold any Indebtedness of, no Default or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time Event of designation, the designation Default would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of OPTI may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if the sum no Default or Event of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), Default would be in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to existence following such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i1) such the aggregate Fair Market Value of all outstanding Investments owned by OPTI and its Restricted Subsidiaries in the Subsidiary does not own so designated (including any capital stock of the Borrower guarantee by OPTI or any Restricted Subsidiary of any Indebtedness of such Subsidiary) shall be deemed to be an Investment made as of the time of the designation and that such Investment would be permitted under Section 4.07 hereof; (ii2) any guarantee by OPTI or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated shall be deemed to be an Incurrence of Indebtedness by OPTI 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; and (3) such Subsidiary does not hold any Indebtedness of, or any Lien Liens on any property of, the Borrower of OPTI or any Restricted Subsidiary thereof; provided, further, that such designation shall only be permitted if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board of Directors of OPTI may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (1) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of OPTI of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under Section 4.09 hereof, in each case except to calculated on a pro forma basis as if such designation had occurred at the extent permitted by Section 7.01 or 7.02, respectivelybeginning of the four-quarter reference period; (iii2) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such designation shall only be permitted if such Investments would be permitted under Section 4.07 hereof; (3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of designation, the such designation would be permitted under Section 7.084.12 hereof; (iv4) no Default or Event of Default would be in existence following such designation; and (5) to the extent required under Section 4.16 hereof, such Unrestricted Subsidiary becomes a Guarantor and executes a supplemental indenture in substantially the Indebtedness form of Exhibit E hereto and delivers an Opinion of Counsel reasonably satisfactory to the Trustee within 10 Business Days of the Subsidiary date on which it is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except designated to the extent permitted by Sections 7.01 effect that such supplemental indenture has been duly authorized, executed and 7delivered and constitutes a legal, valid and binding agreement of such Subsidiary, enforceable against such Subsidiary in accordance with its terms.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower may designate By resolution of the Board of Directors of the Borrower, any Subsidiary (other than any Subsidiary that is an obligor with respect or entity to any Indebtedness incurred pursuant to Section 7.01(a)(xiiibecome a Subsidiary) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, of the Borrower may be designated to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided thatif: (i) such the Subsidiary (or entity to become a Subsidiary) to be so designated does not (directly, or indirectly through its Subsidiaries) own any capital stock of the Borrower Equity Interests or any Restricted Subsidiary; (ii) such Subsidiary does not hold any Indebtedness of, or own or hold any Lien on any property of, the Borrower or any Restricted Subsidiary and does not have any Indebtedness other than Non-Recourse Indebtedness; (ii) Borrower would be permitted under Section 8.03 to make a Restricted Payment in an amount equal to the Fair Market Value of the Investment in such Subsidiary (or entity to become a Subsidiary). For the purposes of this provision, in each case except to the extent permitted event the Fair Market Value of such assets exceeds $3,000,000, such Fair Market Value shall be determined by Section 7.01 or 7.02, respectivelyan Independent Financial Advisor; (iii) at the time no Default or Event of designation, the designation Default exists or would be permitted under Section 7.08result therefrom; (iv) to in the extent the Indebtedness case of any Unrestricted Subsidiary directly owned by any of its Subsidiaries that is not an Unrestricted Subsidiary, 100% of the Equity Interests of such newly-designated Unrestricted Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof are owned by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08;such Subsidiary; and (v) the such Unrestricted Subsidiary is not or becomes party to the Tax Sharing Agreement. Unless so designated as an Unrestricted Subsidiary, any transaction or arrangement with Person that becomes a Subsidiary of the Borrower or any will be classified as a Restricted Subsidiary that would not at the time it becomes a Subsidiary. If at any time an Unrestricted Subsidiary ceases to satisfy clause (a)(i) above, unless the Borrower is then able to redesignate such Unrestricted Subsidiary as a Restricted Subsidiary in accordance with this Section 7.15, the Borrower shall be permitted under in default of this Section 7.04; and7.15. (vib) Except as provided in this Section 7.15, and except as otherwise set forth in the definition of an “Unrestricted Subsidiary,” no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition, neither the Borrower nor any Restricted Subsidiary has shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to subscribe for additional Equity Interests take enforcement action against such Unrestricted Subsidiary). (c) By resolution of the Board of Directors, any Unrestricted Subsidiary or may be designated to maintain or preserve its financial condition or cause it be a Restricted Subsidiary if, immediately after giving pro forma effect to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7.such designation,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower General Partner may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, of the Partnership to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by the Partnership and on its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of such designation and will reduce the amount available for Restricted Payments under Section 4.08(a), Permitted Investments or Permitted Business Investments, as applicable. All such outstanding Investments will be valued at their fair market value, as determined by the Board of Directors of the General Partner, at the time of such designation. That designation will only be permitted if such Restricted Payment, Permitted Investments or Permitted Business Investments would be permitted under this Indenture at that time and such Restricted Subsidiary otherwise complies with the definition of an Unrestricted Subsidiary. All Subsidiaries of such an Unrestricted Subsidiary shall be also thereafter constitute Unrestricted Subsidiaries. A Subsidiary may not be designated as an Unrestricted Subsidiary unless at the time of such designation, (x) it has no Indebtedness other than Non-Recourse Debt; (y) no portion of the Indebtedness or any other obligation of such Subsidiary (whether contingent or otherwise and whether pursuant to the terms of such Indebtedness or the terms governing the organization and operation of such Subsidiary or by law) (A) is guaranteed by the Partnership or any of its other Restricted Subsidiaries, except as such Indebtedness is permitted by Sections 4.08 and 4.09, (B) is recourse to or obligates the Partnership or any of its Restricted Subsidiaries in any way (including any "claw-back", "keep-well' or "make-well" agreements or other agreements, arrangements or understandings to maintain the financial performance or results of operations of such Subsidiary, except as such Indebtedness or Investment is permitted by Sections 4.08 and 4.09), or (C) subjects any property or assets of the Partnership or any of its other Restricted Subsidiaries, directly or indirectly, contingently or otherwise, to the satisfaction thereof; and (z) no Equity Interests of a Pro Forma BasisRestricted Subsidiary are held by such Subsidiary, directly or indirectly. Upon the designation of a Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary, the Guarantee of such entity shall be released and the Trustee shall be authorized to take such actions as may be appropriate to reflect such release. The Board of Directors of the General Partner may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if a Default or Event of Default is not continuing, the redesignation would not cause a Default or Event of Default and provided that, if at the time of such designation such Subsidiary is a Subsidiary Guarantor, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) such Subsidiary does not own any capital stock Partnership and its remaining Restricted Subsidiaries could incur at least $1.00 of the Borrower or any Restricted Subsidiary; (ii) such Subsidiary does not hold any additional Indebtedness of, or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7.4.09(a). 72

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Issuer may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, of the Issuer to be an Unrestricted Subsidiary if the sum of Subsidiary; provided that: (i) at the total assets time of such Subsidiary (or, if and after giving effect to any such Subsidiary itself has Subsidiariesdesignation, the consolidated total assets of such Subsidiary Issuer and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5Restricted Subsidiaries account for at least 85% of the Consolidated Total Net Tangible Assets of the Borrower Issuer (excluding all of the assets of an Unrestricted Subsidiary that was an Unrestricted Subsidiary as of the Issue Date) (ii) any Guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Issuer or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 7.10; (iii) the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Consolidated Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) will, unless it otherwise constitutes a Permitted Investment, be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 7.9; (iv) such Subsidiary does not hold any Liens on any property of the Issuer or any Restricted Subsidiary thereof; (v) the Subsidiary being so designated: (A) is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (B) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation; and (C) is not a party to any agreement or understanding with the Issuer or any of its Restricted Subsidiaries unless the terms of any such agreement would be permitted under Section 7.12; (vi) no Default or Event of Default would be in existence following such designation. (b) Any designation would not cause of a Default and on a Pro Forma Basis, after Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee the Board Resolution giving effect to such designation, the Borrower shall be in compliance designation and an Officers’ Certificate certifying that such designation complied with the covenants set forth in Article 6 hereofpreceding conditions and was permitted by the Indenture. (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (i) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary does not own any capital stock of the Borrower or Issuer of any Restricted Subsidiaryoutstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is permitted under Section 7.10; (ii) all outstanding Investments owned by such Unrestricted Subsidiary does not hold any Indebtedness of, or any Lien will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under Section 7.9 provided that such outstanding Investments shall be valued at the lesser of (A) the Fair Market Value of such Investments measured on any property of, the Borrower or any Restricted date of such designation and (B) the Fair Market Value of such Investments measured at the time each such Investment was made by such Unrestricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of designation, the such designation would be permitted under Section 7.08;7.7; and (iv) to the extent the Indebtedness no Default or Event of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that Default would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Company may designate after the Issue Date any Subsidiary (other than the Subsidiary Issuers) (including any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created newly formed Subsidiary, to be ) as an “Unrestricted Subsidiary if the sum Subsidiary” under this Indenture (a “Designation”) only if: (a) no Default or Event of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself Default has Subsidiaries, the consolidated total assets of such Subsidiary occurred and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, is continuing after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) such Subsidiary does not own any capital stock of the Borrower or any Restricted SubsidiaryDesignation; (iib) such the Subsidiary does to be so designated and its Subsidiaries do not hold at the time of Designation own any Capital Stock or Indebtedness of, or own or hold any Lien on any property Property of, the Borrower Company or any Restricted Subsidiary, in each case except to other Subsidiary of the extent permitted by Section 7.01 or 7.02, respectivelyCompany that is not a Subsidiary of the Subsidiary so designated; (iiic) the Subsidiary to be so designated and its Subsidiaries do not at the time of designationDesignation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of the Restricted Subsidiaries; and (d) either (x) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (y) if such Subsidiary has consolidated assets greater than $1,000, the designation then such Designation would be permitted under Section 7.084.07. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect such Revocation: (e) (x) the Company could Incur at least $1.00 of additional Indebtedness under Section 4.09(a) or (y) the Fixed Charge Coverage Ratio would be greater than immediately prior to such Revocation, in each case on a pro forma basis taking into account such Revocation; (ivf) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to the extent the Indebtedness be Incurred for all purposes of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04this Indenture; and (vig) neither no Default or Event of Default has occurred and is continuing after giving effect to such Revocation. Each Designation and Revocation must be evidenced by promptly delivering to the Borrower nor any Trustee a board resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may be, and an Officers’ Certificate certifying compliance with the preceding provisions. A Revocation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary has of any obligation to subscribe for additional Equity Interests outstanding Indebtedness of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7such Unrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) All of the Corporation’s existing Wholly-Owned Subsidiaries shall be “Restricted Subsidiaries” and any future Wholly-Owned Subsidiary of the Corporation shall become a “Restricted Subsidiary” as at such time that it becomes a Wholly-Owned Subsidiary of the Corporation. The Borrower may Board of Directors of the Corporation shall not be permitted to designate any existing or future Wholly-Owned Subsidiary of the Corporation as an “Unrestricted Subsidiary”. However, the Board of Directors of the Corporation shall be permitted to (other than 1) designate any Unrestricted Subsidiary or any Subsidiary that is not a Wholly-Owned Subsidiary as a “Restricted Subsidiary”, provided that such designation shall be deemed to be an obligor with respect incurrence of Indebtedness by a Restricted Subsidiary in an amount equal to any the outstanding Indebtedness incurred pursuant to Section 7.01(a)(xiii) of such Unrestricted Subsidiary or 7.01(a)(xiv)), including Subsidiary that is not a newly acquired or created Wholly-Owned Subsidiary, as applicable, and such designation shall only be permitted if (a) such Indebtedness is permitted under Section 5.7, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (b) no Default or Event of Default would be in existence following such designation, or (2) subject to the first paragraph of Section 5.7, designate any Restricted Subsidiary that is not a Wholly-Owned Subsidiary as an “Unrestricted Subsidiary” if, as at the time of such designation, (a) such designation would not cause a Default, and (b) after giving pro forma effect to such designation, (i) the sum, without duplication, of the EBITDA of the Corporation’s Unrestricted Subsidiaries, would not be greater than 10% of the EBITDA of the Corporation and its Subsidiaries, on a consolidated basis, and (ii) the sum, without duplication, of the total assets of the Corporation’s Unrestricted Subsidiaries, would not be greater than 10% of the total assets of the Corporation and its Subsidiaries, on a consolidated basis, all as shown on the most recent internal income statement and balance sheet of the Corporation; provided, however, that upon such designation the aggregate Fair Market Value of all outstanding Investments owned by the Corporation and its Restricted Subsidiaries in such Restricted Subsidiary shall be deemed to be an Investment made as of the time of the designation and shall reduce the amount available for Restricted Payments under Section 5.6 or under one or more clauses of the definition of “Permitted Investments”, as determined by the Corporation, and provided further that such designation shall only be permitted if the Investment would be permitted at that time and if such Restricted Subsidiary that is not a Wholly-Owned Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Restricted Subsidiary as an Unrestricted Subsidiary shall be evidenced to the Trustees by filing with the Trustees a certified copy of a resolution of the Board of Directors of the Corporation giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted under Section 5.6. If, at any time, any Unrestricted Subsidiary would fail to meet the definition of an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary if the sum for purposes of (i) the total assets this Indenture and any Indebtedness of such Unrestricted Subsidiary (orshall be deemed to be incurred by a Restricted Subsidiary as of such date and, if any such Subsidiary itself has SubsidiariesIndebtedness is not permitted to be incurred as of such date under Section 5.7, the consolidated total assets Corporation shall be in default of such Subsidiary Section 5.7. Mediative G.P. Inc. and its Consolidated Mediative Performance L.P. shall be treated as “Unrestricted Subsidiaries) ” from and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of after the date of this Indenture. In the Most Recent Financial Statements event Mediative G.P. Inc. and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as Mediative Performance L.P. become Wholly-Owned Subsidiaries of the date of Corporation, Mediative G.P. Inc. and Mediative Performance L.P. will, at such designation in accordance with the definition of “Investment”)time, does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated become Restricted Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) such Subsidiary does not own any capital stock of the Borrower or any Restricted Subsidiary; (ii) such Subsidiary does not hold any Indebtedness of, or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Company may designate after the Issue Date any Subsidiary (including any newly acquired or newly formed Subsidiary) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (1) no Default or Event of Default has occurred and is continuing after giving effect to such Designation; (2) the Subsidiary to be so designated and its Subsidiaries do not at the time of Designation own any Capital Stock or Indebtedness of, or own or hold any Lien with respect to, the Company or any other than any Restricted Subsidiary of the Company that is an obligor not a Subsidiary of the Subsidiary so designated; (3) all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, and will at all times thereafter, consist of Non-Recourse Debt; (4) such Subsidiary and its Subsidiaries are Persons with respect to which neither the Company nor any of the Company’s Restricted Subsidiaries has any direct or indirect obligation: (A) to subscribe for additional Capital Stock of such Subsidiary or its Subsidiaries; or (B) to maintain or preserve such Subsidiary’s or any of its Subsidiaries’ financial condition or to cause such Subsidiary or any of its Subsidiaries to achieve any specified levels of operating results; and (5) either (A) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (B) if such Subsidiary has consolidated assets greater than $1,000, then such Designation would be permitted under Section 4.08 or the definition of “Permitted Investment.” (b) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect such Revocation: (1) (A) The Company would be able to Incur at least $1.00 of additional Indebtedness incurred pursuant to Section 7.01(a)(xiii4.09(a) or 7.01(a)(xiv))(B) the Consolidated Coverage Ratio of the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such Revocation, including in each case on a newly acquired pro forma basis taking into account such Revocation; (2) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Indenture; and (3) no Default or created Event of Default has occurred and is continuing after giving effect to such Revocation. (c) Any such Designation or Revocation shall be evidenced to the Trustee by delivering to the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may be, and an Officers’ Certificate and an Opinion of Counsel certifying that such Designation or Revocation complies with the foregoing conditions. (d) A Revocation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary if the sum for purposes of (i) the total assets this Indenture, and any Indebtedness of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets shall be deemed to be Incurred as of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) such Subsidiary does not own any capital stock of the Borrower or any Restricted Subsidiary; (ii) such Subsidiary does not hold any Indebtedness of, or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7date.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereofSubsidiary; provided that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such Subsidiary does not own any capital stock of the Borrower or any Restricted Subsidiarydesignation; (ii) such Restricted Subsidiary does not own any Disqualified Stock of the Company or any Subsidiary Guarantor or Disqualified or Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor or hold any Indebtedness of, or any Lien on any property of, the Borrower Company or any Restricted Subsidiary, in each case except to the extent permitted by if such Disqualified or Preferred Stock or Indebtedness could not be Incurred under Section 7.01 4.05 or 7.02, respectivelysuch Lien would violate Section 4.07; (iii) at the time such Restricted Subsidiary does not own any Voting Stock of designationanother Restricted Subsidiary or have any economic interest in a Variable Interest Entity, the designation would and all of its Subsidiaries are Unrestricted Subsidiaries or are being concurrently designated to be permitted under Unrestricted Subsidiaries in accordance with this Section 7.084.17(a); (iv) such Restricted Subsidiary has no outstanding Indebtedness that could trigger a cross-default to the extent the Indebtedness of the Company or any other Restricted Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by and none of the Borrower Company or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08;Guarantees or provides credit support for the Indebtedness of such Restricted Subsidiary; and (v) the Investment deemed to have been made thereby in such newly designated Unrestricted Subsidiary and each other newly designated Unrestricted Subsidiary being concurrently redesignated would be permitted to be made under Section 4.06. (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which shall be deemed to have been Incurred by such newly designated Restricted Subsidiary as a result of such designation would be permitted to be Incurred under Section 4.05; (iii) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which shall be deemed to have been incurred by such newly designated Restricted Subsidiary as a result of such designation would be permitted to be incurred under Section 4.07; (iv) such Unrestricted Subsidiary is not party to any transaction or arrangement with the Borrower or any a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary that would not be permitted under Section 7.04Subsidiary); and (viv) neither the Borrower nor any if such Restricted Subsidiary has any obligation is not a Non-Guarantor Subsidiary, such Restricted Subsidiary shall upon such designation execute and deliver to subscribe for additional Equity Interests the Trustee a supplemental indenture to this Indenture by which such Restricted Subsidiary shall become a Subsidiary Guarantor. (c) Any designation by the Board of Directors of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except Board Resolution giving effect to the extent permitted by Sections 7.01 designation and 7an Officers’ Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of Xxxxxxx may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if the sum no Default or Event of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), Default would be in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to existence following such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i1) such the aggregate Fair Market Value of all outstanding Investments owned by Xxxxxxx and its Restricted Subsidiaries in the Subsidiary does not own so designated (including any capital stock of the Borrower guarantee by Xxxxxxx or any Restricted Subsidiary of any Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of the designation and that such Investment would be permitted under Section 5.07 hereof; (ii2) any guarantee by Xxxxxxx or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by Xxxxxxx or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 5.09 hereof; and (3) such Subsidiary does not hold any Indebtedness of, or any Lien Liens on any property of, the Borrower of Xxxxxxx or any Restricted Subsidiary thereof; provided, further, that such designation will only be permitted if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board of Directors of Xxxxxxx may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (1) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of Xxxxxxx of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is permitted under Section 5.09 hereof, in each case except to calculated on a pro forma basis as if such designation had occurred at the extent permitted by Section 7.01 or 7.02, respectivelybeginning of the four-quarter reference period; (iii2) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under Section 5.07 hereof; (3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of designation, the such designation would be permitted under Section 7.085.12 hereof; (iv4) to the extent the Indebtedness no Default or Event of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that Default would not be permitted under Section 7.04in existence following such designation; and (vi5) neither such Unrestricted Subsidiary becomes a Subsidiary Guarantor and executes a supplemental indenture in substantially the Borrower nor any Restricted Subsidiary has any obligation form of Exhibit C hereto and delivers an Opinion of Counsel reasonably satisfactory to subscribe for additional Equity Interests the Trustee within 10 Business Days of the Subsidiary or to maintain or preserve its financial condition or cause date on which it to achieve specified levels of operating results except is designated to the extent permitted by Sections 7.01 effect that such supplemental indenture has been duly authorized, executed and 7delivered and constitutes a legal, valid and binding agreement of such Subsidiary, enforceable against such Subsidiary in accordance with its terms.

Designation of Restricted and Unrestricted Subsidiaries. The board of directors of Axiall may at any time designate any Restricted Subsidiary of Axiall as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that (ai) The immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower may designate any Subsidiary (other than any Subsidiary that is not be designated as an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Unrestricted Subsidiary, to (iii) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or the sum equivalent term) for the purpose of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has SubsidiariesABL Credit Agreement, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary 4.625% Notes Indenture or 4.875% Notes Indenture (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnershipsor any agreements governing any Permitted Refinancing thereof), in each case determined (iv) as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”)thereof, does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower no Unrestricted Subsidiary shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) such Subsidiary does not own any capital stock of the Borrower Stock in Axiall or any its Restricted Subsidiary; (ii) such Subsidiary does not Subsidiaries or hold any Indebtedness of, or any Lien on any property ofof Axiall or its Restricted Subsidiaries and (v) the holder of any Indebtedness of any Unrestricted Subsidiary shall not have any recourse to Axiall or its Subsidiaries with respect to such Indebtedness; provided, the Borrower or any Restricted Subsidiary, in each case except that this clause (v) shall not apply to the extent that (x) such Unrestricted Subsidiary’s principal objective is constructing, acquiring, owning, refurbishing, upgrading or operating an Ethylene Cracker Facility and (y) any Liens granted in connection with any credit support or guarantee provided by Axiall or its Subsidiaries in connection therewith are permitted under Section 5.1. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Axiall therein at the date of designation in an amount equal to the portion (proportionate to Axiall’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.01 or 7.025.4) as determined by Axiall in good faith; provided, respectively; that upon a redesignation of such Unrestricted Subsidiary as a Subsidiary, Axiall shall be deemed to continue to have a permanent Investment in a Subsidiary in an amount (iiiif positive) equal to (a) Axiall’s “Investment” in such Subsidiary at the time of designationsuch redesignation, less (b) the portion (proportionate to Axiall’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation as determined by Axiall in good faith. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Unrestricted Subsidiary existing at such time and a return on any Investment by Axiall in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by Axiall in good faith at the date of such designation of Axiall’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Any designation of a Subsidiary of Axiall as an Unrestricted Subsidiary will be evidenced to Administrative Agent by delivering to Administrative Agent a certified copy of a resolution of the board of directors of Axiall giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of and Investments by such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Axiall as of such date and, if such Indebtedness is not permitted to be incurred as of such date under this Agreement, the designation would Borrower will be permitted under Section 7.08; (iv) to the extent the Indebtedness in default of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7such covenants.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, of the Company to be an Unrestricted Subsidiary if (a) the sum Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary, (b) the Subsidiary to be so designated is not obligated under any Debt, Lien or other obligation that, if in default, would result (with the passage of time or notice or otherwise) in a default on any Debt of the Company or of any Restricted Subsidiary and (c) either (i) the Subsidiary to be so designated has total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and $1,000 or less or (ii) such designation is effective immediately upon such entity becoming a Subsidiary of the amount Company. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of any Investments made the Company will be classified as a Restricted Subsidiary; PROVIDED, HOWEVER, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the immediately following paragraph will not be satisfied after giving pro forma effect to such classification. Except as provided in the Specified Joint Ventures after the Closing Date (determined first sentence of this paragraph, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. The Board of the date of such designation in accordance with the definition of “Investment”)Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, immediately after giving pro forma effect to such designation, (x) the Borrower Company could Incur at least $1.00 of additional Debt pursuant to clause (a) of the first paragraph of Section 4.03 and (y) no Default or Event of Default shall have occurred and be in compliance continuing or would result therefrom. Any such designation or redesignation by the Board of Directors will be evidenced to the Trustee by filing with the covenants set forth in Article 6 hereof; provided that: Trustee a Board Resolution giving effect to such designation or redesignation and an Officers' Certificate (ia) certifying that such Subsidiary does not own any capital stock designation or redesignation complies with the foregoing provisions and (b) giving the effective date of such designation or redesignation, such filing with the Trustee to occur within 45 days after the end of the Borrower fiscal quarter of the Company in which such designation or any Restricted Subsidiary; redesignation is made (ii) such Subsidiary does not hold any Indebtedness of, or any Lien on any property of, the Borrower or any Restricted Subsidiaryor, in each the case except to of a designation or redesignation made during the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness last fiscal quarter of the Subsidiary is not Non-Recourse DebtCompany's fiscal year, any Guarantee or other credit support thereof by within 90 days after the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests end of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7such fiscal year).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower General Partner may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, of the Partnership to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by the Partnership and on its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of such designation and will reduce the amount available for Restricted Payments under Section 4.08(a), Permitted Investments or Permitted Business Investments, as applicable. All such outstanding Investments will be valued at their fair market value, as determined by the Board of Directors of the General Partner, at the time of such designation. That designation will only be permitted if such Restricted Payment, Permitted Investments or Permitted Business Investments would be permitted under this Indenture at that time and such Restricted Subsidiary otherwise complies with the definition of an Unrestricted Subsidiary. All Subsidiaries of such an Unrestricted Subsidiary shall be also thereafter constitute Unrestricted Subsidiaries. A Subsidiary may not be designated as an Unrestricted Subsidiary unless at the time of such designation, (x) it has no Indebtedness other than Non-Recourse Debt; (y) no portion of the Indebtedness or any other obligation of such Subsidiary (whether contingent or otherwise and whether pursuant to the terms of such Indebtedness 59 66 or the terms governing the organization and operation of such Subsidiary or by law) (A) is guaranteed by the Partnership or any of its other Restricted Subsidiaries, except as such Indebtedness is permitted by Sections 4.08 and 4.09, (B) is recourse to or obligates the Partnership or any of its Restricted Subsidiaries in any way (including any "claw-back", "keep-well' or "make-well" agreements or other agreements, arrangements or understandings to maintain the financial performance or results of operations of such Subsidiary, except as such Indebtedness or Investment is permitted by Sections 4.08 and 4.09), or (C) subjects any property or assets of the Partnership or any of its other Restricted Subsidiaries, directly or indirectly, contingently or otherwise, to the satisfaction thereof; and (z) no Equity Interests of a Pro Forma BasisRestricted Subsidiary are held by such Subsidiary, directly or indirectly. Upon the designation of a Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary, the Guarantee of such entity shall be released and the Trustee shall be authorized to take such actions as may be appropriate to reflect such release. The Board of Directors of the General Partner may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if a Default or Event of Default is not continuing, the redesignation would not cause a Default or Event of Default and provided that, if at the time of such designation such Subsidiary is a Subsidiary Guarantor, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) such Subsidiary does not own any capital stock Partnership and its remaining Restricted Subsidiaries could incur at least $1.00 of the Borrower or any Restricted Subsidiary; (ii) such Subsidiary does not hold any additional Indebtedness of, or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 74.09(a).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Issuer may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, of the Issuer to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereofSubsidiary; provided that: (i) at the time of and after giving effect to any such Subsidiary does not own any capital stock designation, the Issuer and its Restricted Subsidiaries account for at least 85% of the Borrower Consolidated Net Tangible Assets of the Issuer (excluding all of the assets of an Unrestricted Subsidiary that was an Unrestricted Subsidiary as of the Issue Date) (ii) any Guarantee by the Issuer or any Restricted SubsidiarySubsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Issuer or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 7.10; (iiiii) the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) will, unless it otherwise constitutes a Permitted Investment, be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 7.9; (iv) such Subsidiary does not hold any Indebtedness of, or any Lien Liens on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower Issuer or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08thereof; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; andbeing so designated: (viA) is a Person with respect to which neither the Borrower Issuer nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests of the Subsidiary or (ii) to maintain or preserve its such Person’s financial condition or to cause it such Person to achieve any specified levels of operating results results; (B) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation; and (C) is not a party to any agreement or understanding with the Issuer or any of its Restricted Subsidiaries unless the terms of any such agreement would be permitted under Section 7.12; (vi) no Default or Event of Default would be in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Sections 7.01 and 7the Indenture.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be as an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided thatif: (i1) such the Subsidiary to be so designated does not own any capital stock of Capital Stock, Redeemable Stock or Indebtedness of, or own or hold any Lien on any property or assets of, the Borrower Issuer or any other Restricted Subsidiary; (ii2) such designation complies with Section 4.07 hereof; and (3) such Subsidiary does has not hold any Indebtedness of, or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, and does not thereafter, create, Incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the designation would lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary. (b) For the avoidance of doubt, neither UTC nor UTL shall be permitted under to be designated as an Unrestricted Subsidiary. (c) For purposes of Section 7.084.07 hereof, “Investment” will include the portion (proportionate to the Issuer’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a re-designation of such Subsidiary as a Restricted Subsidiary the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Issuer’s “Investment” in such Subsidiary at the time of such designation less (b) the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time such Subsidiary is so re-designated a Restricted Subsidiary. Unless so designated as an Unrestricted Subsidiary in accordance with the above sentence, any Person that becomes a Subsidiary of the Issuer or of any Restricted Subsidiary will be classified as a Restricted Subsidiary. (d) The Board of Directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (iv2) (i) the Issuer could Incur at least $1.00 of additional Indebtedness pursuant to the extent the Indebtedness Consolidated Interest Expense Coverage Ratio test set forth in clause (a) of the Subsidiary is not Non-Recourse Debt, any Guarantee Section 4.09 hereof; or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (vii) the Subsidiary is not party Consolidated Interest Expense Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to any transaction or arrangement with greater than such ratio for the Borrower or any Issuer and its Restricted Subsidiary that would not be permitted under Section 7.04Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation; and (vi3) neither such Unrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary). (e) Any such designation or re-designation by the Borrower nor any Restricted Subsidiary has any obligation Board of Directors will be evidenced to subscribe for additional Equity Interests the Trustee by filing with the Trustee a resolution of the Subsidiary Board of Directors giving effect to such designation or re-designation and an Officer’s Certificate that: (1) certifies that such designation or re-designation complies with the foregoing provisions; and (2) gives the effective date of such designation or re-designation; such filing with the Trustee to maintain occur within 30 days after the end of the financial quarter of the Issuer in which such designation or preserve its re-designation is made (or, in the case of a designation or re-designation made during the last financial condition or cause it to achieve specified levels quarter of operating results except to the extent permitted by Sections 7.01 and 7Issuer’s financial year, within 45 days after the end of such financial year).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, of the Company to be an Unrestricted Subsidiary if (a) the sum Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary, (b) the Subsidiary to be so designated is not obligated under any Debt, Lien or other obligation that, if in default, would result (with the passage of time or notice or otherwise) in a default on any Debt of the Company or of any Restricted Subsidiary and (c) either (i) the Subsidiary to be so designated has total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and $1,000 or less or (ii) such designation is effective immediately upon such entity becoming a Subsidiary of the amount Company. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of any Investments made the Company will be classified as a Restricted Subsidiary; PROVIDED, HOWEVER, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the immediately following paragraph will not be satisfied after giving pro forma effect to such classification. Except as 40 provided in the Specified Joint Ventures after the Closing Date (determined first sentence of this paragraph, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. The Board of the date of such designation in accordance with the definition of “Investment”)Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, immediately after giving pro forma effect to such designation, (x) the Borrower Company could Incur at least $1.00 of additional Debt pursuant to Section 4.03(a)(i) and (y) no Default or Event of Default shall have occurred and be in compliance continuing or would result therefrom. Any such designation or redesignation by the Board of Directors will be evidenced to the Trustee by filing with the covenants set forth in Article 6 hereof; provided that: Trustee a Board Resolution giving effect to such designation or redesignation and an Officers' Certificate (ia) certifying that such Subsidiary does not own any capital stock designation or redesignation complies with the foregoing provisions and (b) giving the effective date of such designation or redesignation, such filing with the Trustee to occur within 45 days after the end of the Borrower fiscal quarter of the Company in which such designation or any Restricted Subsidiary; redesignation is made (ii) such Subsidiary does not hold any Indebtedness of, or any Lien on any property of, the Borrower or any Restricted Subsidiaryor, in each the case except to of a designation or redesignation made during the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness last fiscal quarter of the Subsidiary is not Non-Recourse DebtCompany's fiscal year, any Guarantee or other credit support thereof by within 90 days after the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests end of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7such fiscal year).

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of Cxxxxxx may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if the sum no Default or Event of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), Default would be in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to existence following such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i1) such the aggregate Fair Market Value of all outstanding Investments owned by Cxxxxxx and its Restricted Subsidiaries in the Subsidiary does not own so designated (including any capital stock of the Borrower guarantee by Cxxxxxx or any Restricted Subsidiary of any Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of the designation and that such Investment would be permitted under Section 4.07 hereof; (ii2) any guarantee by Cxxxxxx or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by Cxxxxxx 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; and (3) such Subsidiary does not hold any Indebtedness of, or any Lien Liens on any property of, the Borrower of Cxxxxxx or any Restricted Subsidiary thereof; provided, further, that such designation will only be permitted if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board of Directors of Cxxxxxx may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (1) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of Cxxxxxx of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is permitted under Section 4.09 hereof, in each case except to calculated on a pro forma basis as if such designation had occurred at the extent permitted by Section 7.01 or 7.02, respectivelybeginning of the four-quarter reference period; (iii2) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under Section 4.07 hereof; (3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of designation, the such designation would be permitted under Section 7.084.12 hereof; (iv4) to the extent the Indebtedness no Default or Event of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that Default would not be permitted under Section 7.04in existence following such designation; and (vi5) neither such Unrestricted Subsidiary becomes a Subsidiary Guarantor and executes a supplemental indenture in substantially the Borrower nor any Restricted Subsidiary has any obligation form of Exhibit F hereto and delivers an Opinion of Counsel reasonably satisfactory to subscribe for additional Equity Interests the Trustee within 10 Business Days of the Subsidiary or to maintain or preserve its financial condition or cause date on which it to achieve specified levels of operating results except is designated to the extent permitted by Sections 7.01 effect that such supplemental indenture has been duly authorized, executed and 7delivered and constitutes a legal, valid and binding agreement of such Subsidiary, enforceable against such Subsidiary in accordance with its terms.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower board of directors of Axiall may at any time designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be of Axiall as an Unrestricted Subsidiary if the sum of or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that (i) the total assets immediately before and after such designation, no Default or Event of such Subsidiary (orDefault shall have occurred and be continuing, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in pro forma compliance with Section 6.1, (iii) neither Axiall nor SpinCo may be designated as an Unrestricted Subsidiary, (iv) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or the covenants set forth in Article 6 hereof; provided that: equivalent term) for the purpose of the ABL Credit Agreement, Secured Notes or RMT Notes, (iv) such as of the date of the designation thereof, no Unrestricted Subsidiary does not shall own any capital stock of the Borrower Stock in Axiall or any its Restricted Subsidiary; (ii) such Subsidiary does not Subsidiaries or hold any Indebtedness of, or any Lien on any property ofof Axiall or its Restricted Subsidiaries, or (vi) the holder of any Indebtedness of any Unrestricted Subsidiary shall not have any recourse to Axiall or its Subsidiaries with respect to such Indebtedness; provided, that this clause (vi) shall not apply to the extent that (x) such Unrestricted Subsidiary’s principal objective is constructing, acquiring, owning, refurbishing, upgrading or operating an Ethylene Cracker Facility, (y) any Liens granted in connection with any credit support or guarantee provided by Axiall or its Subsidiaries in connection therewith are permitted under Section 5.1 and (z) the percentage of credit support provided by or direct or indirect liability of the Borrower or any of its Restricted Subsidiaries in respect of such Indebtedness is less than or equal to the Borrower’s or Restricted Subsidiary, ’s percentage ownership of the Stock of such Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Axiall therein at the date of designation in each case except an amount equal to the portion (proportionate to Axiall’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary (and such designation shall only be permitted to the extent such Investment is permitted by under Section 7.01 or 7.025.4); provided, respectively; that upon a redesignation of such Unrestricted Subsidiary as a Subsidiary, Axiall shall be deemed to continue to have a permanent Investment in a Subsidiary in an amount (iiiif positive) equal to (a) Axiall’s “Investment” in such Subsidiary at the time of designationsuch redesignation, less (b) the portion (proportionate to Axiall’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Unrestricted Subsidiary existing at such time and a return on any Investment by Axiall in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by Axiall in good faith at the date of such designation of Axiall’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Any designation of a Subsidiary of Axiall as an Unrestricted Subsidiary will be evidenced to Administrative Agent by delivering to Administrative Agent a certified copy of a resolution of the board of directors of Axiall giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of and Investments by such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Axiall as of such date and, if such Indebtedness is not permitted to be incurred as of such date under this Agreement, the designation would Borrower will be permitted under Section 7.08; (iv) to the extent the Indebtedness in default of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7such covenants.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereofSubsidiary; provided that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii) neither the Company nor any Restricted Subsidiary provides credit support for the Indebtedness of such Restricted Subsidiary; (iii) such Restricted Subsidiary does not own any capital stock Disqualified Stock of the Borrower Company or any Disqualified or Preferred Stock of another Restricted Subsidiary; (ii) such Subsidiary does not or hold any Indebtedness of, or any Lien on any property of, the Borrower Company or any Restricted Subsidiary, if such Disqualified or Preferred Stock or Indebtedness could not be Incurred under Section 4.05 or such Lien would violate Section 4.07; (iv) such Restricted Subsidiary does not own any Voting Stock of another Restricted Subsidiary, and all of its Subsidiaries are Unrestricted Subsidiaries or are being concurrently designated to be Unrestricted Subsidiaries in accordance with Section 4.17(a); and (v) the Investment deemed to have been made thereby in such newly-designated Unrestricted Subsidiary and each case except other newly-designated Unrestricted Subsidiary being concurrently redesignated would be permitted to be made under Section 4.06 (other than any Investment deemed to have been made by the extent Company or any Restricted Subsidiary in the Restructuring Group upon the designation of the Subsidiaries in the Restructuring Group as Unrestricted Subsidiaries in connection with the Restructuring, provided that (A) the Board of Directors has determined in good faith that the designation of such Subsidiaries as Unrestricted Subsidiaries is necessary to obtain approval from a Qualified Exchange for the Restructuring, (B) at the time of such designation, such Subsidiaries remain Subsidiaries of the Company, and (C) at the time of such designation, such Subsidiaries remain primarily engaged in the businesses other than property development business). (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which will be deemed to have been Incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted by to be Incurred under Section 7.01 or 7.02, respectively4.05; (iii) any Lien on the property of such Unrestricted Subsidiary at the time of designation, the such designation which will be deemed to have been incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted to be incurred under Section 7.084.07; (iv) to the extent the Indebtedness of the such Unrestricted Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary is permitted under Sections 7.01 and 7.08Subsidiary); (v) the if such Restricted Subsidiary is not party organized under the laws of the PRC and is not an Other Non-Guarantor Subsidiary, such Restricted Subsidiary shall upon such designation execute and deliver to any transaction the Trustee a supplemental indenture to this Indenture by which such Restricted Subsidiary shall become a Subsidiary Guarantor or arrangement a JV Subsidiary Guarantor in accordance with the Borrower or any Restricted Subsidiary that would not be permitted terms under Section 7.04the Indenture; and (vi) neither the Borrower nor any if such Restricted Subsidiary has any obligation to subscribe for additional Equity Interests is not organized under the laws of the PRC, is not an Other Non-Guarantor Subsidiary, is not Xinyuan International (HK) Property Investment Co., Limited or a Subsidiary of a JV Subsidiary Guarantor, all Capital Stock of such Restricted Subsidiary owned by the Company or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7any other Restricted Subsidiary shall be pledged as required under Article 10.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv))Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary following qualifications and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that:Default. (iA) such The Subsidiary does not own any capital stock Disqualified Stock of the Borrower Company or any Disqualified or Preferred Stock of a Restricted Subsidiary; (ii) such Subsidiary does not or hold any Indebtedness Debt of, or any Lien on any property of, the Borrower Company or any Restricted Subsidiary, if such Disqualified or Preferred Stock or Debt could not be Incurred under the provisions of Section 4.06 or such Lien would violate the provisions of Section 4.08; and (B) the Subsidiary does not own any Voting Stock of a Restricted Subsidiary, and all of its Subsidiaries are Unrestricted Subsidiaries. Once so designated the Subsidiary will remain an Unrestricted Subsidiary, subject to paragraph (b). (1) A Subsidiary previously designated an Unrestricted Subsidiary which fails at any time to meet the qualifications set forth in each case except paragraph (a) will be deemed to become at that time a Restricted Subsidiary, subject to the extent permitted by Section 7.01 or 7.02, respectivelyconsequences set forth in paragraph (d). (2) The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (1) all existing Investments of the Company and the Restricted Subsidiaries therein (valued at the Company's proportional share of the Fair Market Value of its assets less liabilities) will be deemed made at that time; (iii2) all existing Capital Stock or Debt of the Company or a Restricted Subsidiary held by such Unrestricted Subsidiary will be deemed Incurred at that time, and all Liens on property of the time of designation, the designation would Company or a Restricted Subsidiary held by such Unrestricted Subsidiary will be permitted under Section 7.08deemed incurred at that time; (iv3) to all existing transactions between such Unrestricted Subsidiary and the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower Company or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08will be deemed entered into at that time; (v4) the such Unrestricted Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary will be released at that would not be permitted under Section 7.04time from its Note Guaranty, if any; and (vi5) neither such Unrestricted Subsidiary will cease to be subject to the Borrower nor any provisions of this Indenture as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary, (1) all of its Debt and Disqualified or Preferred Stock will be deemed Incurred at that time for purposes of the covenant set forth in Section 4.06, but will not be considered the sale or issuance of Equity Interests for purposes of the covenants set forth in Section 4.11 or Section 4.14; (2) Investments therein previously charged under the covenant set forth in Section 4.07 will be credited thereunder; (3) it may be required to issue a Note Guaranty pursuant to Section 4.12; and (4) it will become subject to the provisions of this Indenture as a Restricted Subsidiary. (e) Any designation by the Board of Directors of the Company of a Subsidiary as a Restricted Subsidiary has any obligation or Unrestricted Subsidiary will be evidenced to subscribe for additional Equity Interests the Trustee by promptly filing with the Trustee a copy of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except Board Resolution giving effect to the extent permitted by Sections 7.01 designation and 7an Officer's Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Company may designate after the Issue Date any Subsidiary (including any newly acquired or newly formed Subsidiary) as an “Unrestricted Subsidiary” under this Second Lien Exchangeable Notes Indenture (a “Designation”) only if: (1) no Default or Event of Default shall have occurred and be continuing both immediately before and immediately after giving effect to such Designation; (2) the Subsidiary to be so designated and its Subsidiaries do not at the time of Designation own any Capital Stock or Indebtedness of, or own or hold any Lien with respect to, the Company or any Restricted Subsidiary of the Company (other than any Subsidiary that of the Subsidiary to be so designated); (3) all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of Designation, and will at all times thereafter, consist of Non-Recourse Debt; (4) such Subsidiary is an obligor a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation: (i) to subscribe for additional Capital Stock of such Subsidiary; or (ii) to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve any specified levels of operating results; and (5) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary shall be deemed to be an Investment made as of the time of the Designation and must comply with Section 4.08. (b) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect such Revocation: (1) no Default or Event of Default has occurred and is continuing after giving effect to such Revocation; (2) The Consolidated Leverage Ratio for the Company and its Restricted Subsidiaries would be better than or equal to such ratio for the Company and its Restricted Subsidiaries immediately prior to such Revocation, in each case on a pro forma basis taking into account such Revocation; and (3) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Second Lien Exchangeable Notes Indenture. (c) Any such Designation or Revocation shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may be, and an Officer’s Certificate certifying that such Designation or Revocation complied with the foregoing conditions. (d) A Revocation will be deemed to be an Incurrence of Indebtedness incurred pursuant by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary. If, at any time, any Unrestricted Subsidiary would fail to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary if the sum for purposes of (i) the total assets this Second Lien Exchangeable Notes Indenture, and any Indebtedness of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets shall be deemed to be Incurred as of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) such Subsidiary does not own any capital stock of the Borrower or any Restricted Subsidiary; (ii) such Subsidiary does not hold any Indebtedness of, or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7date.

Designation of Restricted and Unrestricted Subsidiaries. (a) As of the Issue Date, the following Subsidiaries of the Company, including the Subsidiaries that own and operate the Company gaming division, comprising the Golden Nugget Hotels and Casinos in Las Vegas and Laughlin, Nevada, will be “Unrestricted Subsidiaries”: Xxxxxx’x Gaming, Inc., a Nevada corporation; Golden Nugget, Inc., a Nevada corporation; LGE, Inc., a Delaware corporation; GNLV, Corp., a Nevada corporation; GNL, Corp., a Nevada corporation; Golden Nugget Experience, LLC, a Nevada limited liability company; LCHLN, Inc., a Delaware corporation; Island Entertainment, Inc., a Texas corporation; Island Hospitality, Inc., a Texas corporation; Nevada Acquisition Corp., a Delaware corporation; Texas Gaming LLC, a Delaware limited liability company; Yorkdale Rainforest Restaurant, Inc., a company organized under the laws of Canada; and Rainforest Café Canada Holdings, Inc, a company organized under the laws of Canada. The Borrower Board of Directors of the Company may designate any other Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if the sum so long as no Default or Event of (i) the total assets Default has occurred and is continuing or would occur as a result of such designation. If a Restricted Subsidiary (or, if any such is designated as an Unrestricted Subsidiary itself has Subsidiariesafter the Issue Date, the consolidated total assets aggregate Fair Market Value of such Subsidiary all outstanding Investments owned by the Company and its Consolidated Subsidiaries) Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the total assets amount available for Restricted Payments under one or more clauses of every other Unrestricted Subsidiary (other than Cornerstone, Section 4.07 hereof or under one or more clauses of the Specified Joint Ventures and the Excluded Partnerships)definition of Permitted Investments, in each case case, as determined as of by the date of Company. That designation will only be permitted if the Most Recent Financial Statements Investment would be permitted at that time and (ii) if the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with Restricted Subsidiary otherwise meets the definition of “Investment”), does not exceed 5% an Unrestricted Subsidiary. The Board of Directors of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) such Subsidiary does not own any capital stock of the Borrower or any Restricted Subsidiary; (ii) such Subsidiary does not hold any Indebtedness of, or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7Default.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary, unless a Subsidiary if the sum of (i) the total assets of such Restricted Subsidiary is a Restricted Subsidiary (or, if any and is not concurrently being designated as an Unrestricted Subsidiary); provided that (1) Sino-Forest (China) Investments Limited shall always be a Restricted Subsidiary, (2) such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on Default, (3) a Pro Forma Basis, after giving effect Restricted Subsidiary cannot be a Subsidiary of an Unrestricted Subsidiary and (4) the Investment deemed to have been made thereby in such designation, the Borrower shall newly-designated Unrestricted Subsidiary would be in compliance with the covenants set forth in Article 6 hereofpermitted to be made under Section 4.07. (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (i1) such Subsidiary does designation shall not own any capital stock of the Borrower or any Restricted Subsidiary;cause a Default, (ii2) such Subsidiary does not hold any Indebtedness of, or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) of such Unrestricted Subsidiary outstanding at the time of designation, the such designation which will be deemed to have been Incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted to be Incurred under Section 7.084.06; (iv3) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which will be deemed to the extent the Indebtedness have been incurred by such newly-designated Restricted Subsidiary as a result of the such designation would be permitted to be incurred under Section 4.08; (4) such Unrestricted Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary); (5) if such Restricted Subsidiary is permitted not organized under Sections 7.01 the laws of the PRC and 7.08;is a not a Foreign Subsidiary, such Restricted Subsidiary shall upon such designation execute and deliver to the Trustee a supplemental indenture in the form of Exhibit E by which such Restricted Subsidiary shall become a Subsidiary Guarantor, and (v6) the if such Restricted Subsidiary is not party organized under the laws of the PRC or any other jurisdiction that prohibits the property and assets (including the Capital Stock) of such Restricted Subsidiary from being pledged, mortgaged or charged to secure the obligations of the Company or a Subsidiary Guarantor, all property and assets (including the Capital Stock) of such Restricted Subsidiary owned by the Company or any transaction other Restricted Subsidiary shall be mortgaged, charged or arrangement pledged as required under Article 10. (c) Any designation by the Board of Directors of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the Trustee by promptly filing with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests Trustee a copy of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except Board Resolution giving effect to the extent permitted by Sections 7.01 designation and 7an Officer’s Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower General Partner may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, of the Partnership to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by the Partnership and on a Pro Forma Basis, after giving effect its Restricted Subsidiaries in the Subsidiary so designated will be deemed to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) such Subsidiary does not own any capital stock an Investment made as of the Borrower time of such designation and will reduce the amount available for Restricted Payments under Section 4.08(a), Permitted Investments or any Restricted Subsidiary; (ii) Permitted Business Investments, as applicable. All such Subsidiary does not hold any Indebtedness ofoutstanding Investments will be valued at their fair market value, or any Lien on any property ofas determined by the Board of Directors of the General Partner, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of such designation. That designation will only be permitted if such Restricted Payment, the designation Permitted Investments or Permitted Business Investments would be permitted under Section 7.08; this Indenture at that time and such Restricted Subsidiary otherwise complies with the definition of an Unrestricted Subsidiary. All Subsidiaries of such an Unrestricted Subsidiary shall be also thereafter constitute Unrestricted Subsidiaries. A Subsidiary may not be designated as an Unrestricted Subsidiary unless at the time of such designation, (ivx) to the extent the it has no Indebtedness of the Subsidiary is not other than Non-Recourse Debt, ; (y) no portion of the Indebtedness or any Guarantee other obligation of such Subsidiary (whether contingent or other credit support thereof otherwise and whether pursuant to the terms of such Indebtedness or the terms governing the organization and operation of such Subsidiary or by law) (A) is guaranteed by the Borrower Partnership or any of its other Restricted Subsidiary Subsidiaries, except as such Indebtedness is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 4.08 and 7.4.09, (B) is recourse to or obligates the Partnership or any of its Restricted Subsidiaries in any way (including any "claw-back", "keep-well' or "make-well" agreements or other agreements, arrangements or understandings to maintain the financial performance or results of operations of such Subsidiary, except as such Indebtedness or Investment is permitted by Sections 4.08 and 4.09, or (C) subjects any property or assets of the Partnership or any of its other Restricted Subsidiaries, directly or indirectly,

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of Uniti may designate any Restricted Subsidiary of Uniti (other than either other Issuer and CSL National) to be an Unrestricted Subsidiary; provided that: (i) any guarantee by Uniti or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by Uniti or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such incurrence of Indebtedness would be permitted under Section 4.09 hereof; (ii) the aggregate fair market value (as determined in good faith by Uniti) of all outstanding Investments owned by Uniti and its Restricted Subsidiaries in the Subsidiary being so designated (including any guarantee by Uniti or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Section 4.07 hereof; (iii) the Subsidiary being so designated (A) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Uniti or any of its Restricted Subsidiaries, except (i) to the extent such guarantee or credit support would be released upon such designation or (ii) a pledge of the Equity Interests of the Unrestricted Subsidiary that is an the obligor thereunder; and (B) is a Person with respect to which neither Uniti nor any Indebtedness incurred pursuant of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (iv) no Default or Event of Default would be in existence following such designation. (b) Any designation of a Restricted Subsidiary of Uniti as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by this Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements described in clause (iii) of Section 7.01(a)(xiii) or 7.01(a)(xiv)4.18(a), including a newly acquired or created Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary if for purposes of this Indenture and any Indebtedness, Investments, or Liens on the sum of (i) the total assets property, of such Subsidiary (orwill be deemed to be incurred or made by a Restricted Subsidiary of Uniti as of such date and, if any such Subsidiary itself has SubsidiariesIndebtedness, the consolidated total assets Investments or Liens are not permitted to be incurred or made as of such Subsidiary and its Consolidated Subsidiariesdate under this Indenture, Uniti will be in default under this Indenture. (c) and the total assets The Board of every other Directors of Uniti may at any time designate any Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause to be a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereofRestricted Subsidiary; provided that: (i) such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary does not own of Uniti of any capital stock outstanding Indebtedness (including any Obligations that are non-recourse) of the Borrower or any Restricted Subsidiary;such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is permitted under Section 4.09 hereof; and (ii) such Subsidiary does not hold any Indebtedness of, no Default or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time Event of designation, the designation Default would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors or chief financial officer of Parent may designate any Subsidiary of the Parent (other than (x) any Borrower or (y) any Material Subsidiary, provided that the Borrower may designate any Material Subsidiary as an Unrestricted Subsidiary if (other I) the Borrower reasonably determines that such Material Subsidiary is unable to continue as a Restricted Subsidiary as a matter of applicable law (as reasonably determined by the Borrower in consultation with the Administrative Agent) or such Subsidiary is Surpique or (II) such Material Subsidiary is Coupang Pay and Coupang Pay does not have Consolidated Total Tangible Assets of more than any Subsidiary 15% of the Consolidated Total Tangible Assets of Parent and its Restricted Subsidiaries or gross revenues of more than 15% of the consolidated gross revenues of Parent and its Restricted Subsidiaries, in each case determined as of the most recent financial statements that is an obligor with respect to any Indebtedness incurred have been delivered pursuant to Section 7.01(a)(xiii5.1(a) or 7.01(a)(xiv(b) of Section 3.4(a)), including a newly acquired or created SubsidiarySubsidiary of Parent, to be an Unrestricted Subsidiary if it meets the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided thatfollowing qualifications: (i) such Subsidiary does not own any capital stock Equity Interest of the Borrower Parent or any other Restricted SubsidiarySubsidiary of Parent; (ii) Parent would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value (as determined by Parent in good faith) of all Investments of Parent or its Restricted Subsidiaries in such Subsidiary does not hold any Indebtedness of, or any Lien on any property of, (valued at Parent’s and its Restricted Subsidiaries’ proportional share of the Borrower or any Restricted fair market value (as determined by Parent in good faith) of such Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively’s assets less liabilities); (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower Parent or any Restricted Subsidiary of Parent is permitted under Sections 7.01 and 7.08Section 6.1 or Section 6.7; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (viiv) neither the Borrower Parent nor any Restricted Subsidiary of Parent has any obligation to subscribe for additional Equity Interests of the such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 Section 6.1 or Section 6.7; (v) immediately before and 7after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such designation; (vi) no Subsidiary (other than Surpique) may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of Parent or a Restricted Subsidiary of Parent; and (vii) such Subsidiary does not own (or hold an exclusive license in respect of) any Intellectual Property other than ownership or a license resulting from a Permitted IP Transfer. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (b) (i) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections (a)(i), (a)(iii), (a)(iv) or (a)(vi) of Section 5.13 will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in subsection (d) of Section 5.13 and (ii) the Board of Directors or chief financial officer of Parent may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if no Event of Default exists at the time of the designation and the designation would not cause an Event of Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) all existing Investments of Parent and the Restricted Subsidiaries of Parent therein (valued at Parent’s and its Restricted Subsidiaries’ proportional share of the fair market value of its assets less liabilities) will be deemed made at that time; (ii) all existing Equity Interest or Indebtedness of Parent or a Restricted Subsidiary of Parent held by such Unrestricted Subsidiary will be deemed issued or incurred, as applicable, at that time, and all Liens on property of Parent or a Restricted Subsidiary of Parent securing obligations of such Unrestricted Subsidiary will be deemed incurred at that time; (iii) all existing transactions between it and Parent or any Restricted Subsidiary of Parent will be deemed entered into at that time; (iv) it will be released at that time from its Guaranty; and (v) it will cease to be subject to the provisions of this Agreement as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.13(b), (i) all of its Indebtedness and Liens will be deemed incurred at that time for purposes of Section 6.1 and Section 6.2, as applicable; (ii) all Investments therein previously charged under Section 6.7 will be credited thereunder; (iii) unless it is an Excluded Subsidiary, it shall be required to become a Guarantor pursuant to Section 5.10; and (iv) it will be subject to the provisions of this Agreement as a Restricted Subsidiary. (e) Any designation by the Board of Directors or chief financial officer of Parent of a Subsidiary as an Unrestricted Subsidiary after the Effective Date will be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolutions of the Board of Directors of Parent giving effect to the designation and a certificate of a Responsible Officer of Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Subsidiary (other than any a Material Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiiiwas designated a Restricted Subsidiary on the Closing Date) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, of the Borrower to be an Unrestricted Subsidiary if if: (i) either (x) the Borrower or a Restricted Subsidiary, as the case may be, is permitted to make an Investment in such Subsidiary equal to the sum of the (iA) Fair Market Value of the total assets Capital Stock of such Subsidiary plus (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (iiB) the amount of any Investments made Indebtedness owed by such Subsidiary to the Borrower, in the Specified Joint Ventures after the Closing Date each case pursuant to Section 7.5(a) or (determined as of the date of y) such designation in accordance with the definition of “Investment constitutes a Permitted Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, ; (ii) immediately after giving pro forma effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereofcould Incur at least $1.00 of additional Indebtedness pursuant to Section 7.1(a)(i); provided that:and (iiii) such Subsidiary does not own any capital stock of the Borrower Capital Stock or any Restricted Subsidiary; (ii) such Subsidiary does not hold any Indebtedness of, or own or hold any Lien on any property Property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Subsidiary and does not have any Indebtedness of the Subsidiary is not other than Non-Recourse Debt. Unless so designated as an Unrestricted Subsidiary, any Guarantee or other credit support thereof by Person that becomes a Subsidiary of the Borrower or any will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if such Person is permitted under Sections 7.01 and 7.08;a Subsidiary of an Unrestricted Subsidiary. (vb) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Except as provided in Section 7.12(a), no Restricted Subsidiary that would not may be permitted under Section 7.04; and (vi) redesignated as an Unrestricted Subsidiary, and neither the Borrower nor any Restricted Subsidiary has shall at any time be directly or indirectly liable for any Indebtedness (other than Indebtedness pursuant to this Agreement) that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to subscribe for take enforcement action against any such Unrestricted Subsidiary). (c) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma effect to such designation, (i) the Borrower could Incur at least $1.00 of additional Equity Interests Indebtedness pursuant to Section 7.1(a)(i) and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom. (d) Any such designation or redesignation by the Board of Directors will be evidenced to the Administrative Agent by delivering to the Administrative Agent a resolution of the Subsidiary Board of Directors giving effect to such designation or redesignation and a certificate of a Responsible Officer that (i) certifies that such designation or redesignation complies with this Section 7.12 and (ii) gives the effective date of such designation or redesignation, such certificate to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except be delivered to the extent permitted by Sections 7.01 and 7Administrative Agent at least 5 days prior to the effective date of such designation or redesignation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Parent may designate any Restricted Subsidiary of the Parent (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiiithe Company) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereofSubsidiary; provided that: (i1) such Subsidiary does not own any capital stock Guarantee by the Parent or any of its Restricted Subsidiaries of any Indebtedness of the Borrower Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Parent or any such Restricted SubsidiarySubsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 4.09; (ii2) the aggregate Fair Market Value of all outstanding Investments owned by the Parent and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Parent or any of its Restricted Subsidiaries of any Indebtedness of such Subsidiary) will be deemed to be a Restricted Investment made as of the time of such designation, and such Investment would be permitted to be made under Section 4.07; (3) such Subsidiary does not hold any Indebtedness of, or any Lien Liens on any property of, of the Borrower Parent or any of its Restricted SubsidiarySubsidiaries; (4) the Subsidiary being so designated: (A) is not party to any agreement, in each case contract, arrangement or understanding with the Parent or any of its Restricted Subsidiaries unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Parent or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Parent; (B) is a Person with respect to which neither the Parent nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (C) has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Parent or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation; and (5) no Default or Event of Default would be in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Parent as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by this Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness, Investments, or Liens on the property, of such Subsidiary will be deemed to be Incurred or made by a Restricted Subsidiary of the Parent as of such date and, if such Indebtedness, Investments or Liens are not permitted to be Incurred or made as of such date under this Indenture, the Parent will be in default under this Indenture. (c) The Board of Directors of the Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (1) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Parent of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is permitted under Section 7.01 or 7.024.09, respectivelycalculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; (iii2) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under Section 4.07; (3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of designation, the such designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.044.12; and (vi4) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests no Default or Event of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7Default would be in existence following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors or chief financial officer of Parent may designate any Subsidiary of the Parent (other than (x) any Borrower or (y) any Material Subsidiary, provided that the Borrower may designate any Material Subsidiary as an Unrestricted Subsidiary if (other I) the Borrower reasonably determines that such Material Subsidiary is unable to continue as a Restricted Subsidiary as a matter of applicable law (as reasonably determined by the Borrower in consultation with the Administrative Agent) or such Subsidiary is Surpique or (II) such Material Subsidiary is Coupang Pay and Coupang Pay does not have Consolidated Total Tangible Assets of more than any Subsidiary 15% of the Consolidated Total Tangible Assets of Parent and its Restricted Subsidiaries or gross revenues of more than 15% of the consolidated gross revenues of Parent and its Restricted Subsidiaries, in each case determined as of the most recent financial statements that is an obligor with respect to any Indebtedness incurred have been delivered pursuant to Section 7.01(a)(xiii5.1(a) or 7.01(a)(xiv(b) of Section 3.4(a))), including a newly acquired or created SubsidiarySubsidiary of Parent, to be an Unrestricted Subsidiary if it meets the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided thatfollowing qualifications: (i) such Subsidiary does not own any capital stock Equity Interest of the Borrower Parent or any other Restricted SubsidiarySubsidiary of Parent; (ii) Parent would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value (as determined by Parent in good faith) of all Investments of Parent or its Restricted Subsidiaries in such Subsidiary does not hold any Indebtedness of, or any Lien on any property of, (valued at Parent’s and its Restricted Subsidiaries’ proportional share of the Borrower or any Restricted fair market value (as determined by Parent in good faith) of such Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively’s assets less liabilities); (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower Parent or any Restricted Subsidiary of Parent is permitted under Sections 7.01 and 7.08Section 6.1 or Section 6.7; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (viiv) neither the Borrower Parent nor any Restricted Subsidiary of Parent has any obligation to subscribe for additional Equity Interests of the such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 Section 6.1 or Section 6.7; (v) immediately before and 7after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such designation; (vi) no Subsidiary (other than Surpique) may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of Parent or a Restricted Subsidiary of Parent; and (vii) such Subsidiary does not own (or hold an exclusive license in respect of) any Intellectual Property other than ownership or a license resulting from a Permitted IP Transfer. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b). (b) (i) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in subsections (a)(i), (a)(iii), (a)(iv) or (a)(vi) of Section 5.13 will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in subsection (d) of Section 5.13 and (ii) the Board of Directors of Parent may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if no Event of Default exists at the time of the designation and the designation would not cause an Event of Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) all existing Investments of Parent and the Restricted Subsidiaries of Parent therein (valued at Parent’s and its Restricted Subsidiaries’ proportional share of the fair market value of its assets less liabilities) will be deemed made at that time; (ii) all existing Equity Interest or Indebtedness of Parent or a Restricted Subsidiary of Parent held by such Unrestricted Subsidiary will be deemed issued or incurred, as applicable, at that time, and all Liens on property of Parent or a Restricted Subsidiary of Parent securing obligations of such Unrestricted Subsidiary will be deemed incurred at that time; (iii) all existing transactions between it and Parent or any Restricted Subsidiary of Parent will be deemed entered into at that time; (iv) it will be released at that time from its Guaranty; and (v) it will cease to be subject to the provisions of this Agreement as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.13(b), (i) all of its Indebtedness and Liens will be deemed incurred at that time for purposes of Section 6.1 and Section 6.2, as applicable; (ii) all Investments therein previously charged under Section 6.7 will be credited thereunder; (iii) unless it is an Excluded Subsidiary, it shall be required to become a Guarantor pursuant to Section 5.10; and (iv) it will be subject to the provisions of this Agreement as a Restricted Subsidiary. (e) Any designation by the Board of Directors or chief financial officer of Parent of a Subsidiary as an Unrestricted Subsidiary after the Effective Date will be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolutions of the Board of Directors of Parent giving effect to the designation and a certificate of a Responsible Officer of Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower board of directors of Axiall may at any time designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be of Axiall as an Unrestricted Subsidiary if the sum of or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that (i) the total assets immediately before and after such designation, no Default or Event of such Subsidiary (orDefault shall have occurred and be continuing, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower Borrowers shall be in pro forma compliance with Section 6.1 (whether or not then applicable), (iii) no Borrower may be designated as an Unrestricted Subsidiary, (iv) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the covenants set forth in Article 6 hereof; provided that: purpose of the Term Loan Agreement, Secured Notes, or the 2013 Indenture (ior any agreements governing any Permitted Refinancings thereof), (v) such as of the date of the designation thereof, no Unrestricted Subsidiary does not shall own any capital stock of the Borrower Stock in Axiall or any its Restricted Subsidiary; (ii) such Subsidiary does not Subsidiaries or hold any Indebtedness of, or any Lien on any property ofof Axiall or its Restricted Subsidiaries, or (vi) the Borrower holder of any Indebtedness of any Unrestricted Subsidiary shall not have any recourse to Axiall or any Restricted Subsidiaryits Subsidiaries with respect to such Indebtedness; provided, in each case except that this clause (vi) shall not apply to the extent that (x) such Unrestricted Subsidiary’s principal objective is constructing, acquiring, owning, refurbishing, upgrading or operating an Ethylene Cracker Facility and (y) any Liens granted in connection with any credit support or guarantee provided by Axiall or its Subsidiaries in connection therewith are permitted under Section 5.1. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Section 7.01 Axiall therein at the date of designation in an amount equal to the fair market value as determined by Axiall in good faith of Axiall’s or 7.02any of its Restricted Subsidiary’s (as applicable) Investment therein; provided, respectively; that upon a redesignation of such Unrestricted Subsidiary as a Subsidiary, Axiall shall be deemed to continue to have a permanent Investment in a Subsidiary in an amount (iiiif positive) equal to (a) Axiall’s “Investment” in such Subsidiary at the time of designationsuch redesignation, less (b) the portion (proportionate to Axiall’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Unrestricted Subsidiary existing at such time and a return on any Investment by Axiall in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by Axiall in good faith at the date of such designation of Axiall’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Any designation of a Subsidiary of Axiall as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by delivering to the Administrative Agent a certified copy of a resolution of the board of directors of Axiall giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of and Investments by such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Axiall as of such date and, if such Indebtedness is not permitted to be incurred as of such date under this Agreement, the designation would Borrowers will be permitted under Section 7.08; (iv) to the extent the Indebtedness in default of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7such covenants.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereofSubsidiary; provided that: (i) no Event of Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii) neither the Company nor any Restricted Subsidiary provides credit support for the Indebtedness of such Restricted Subsidiary; (iii) such Restricted Subsidiary does not own any capital stock Disqualified Stock of the Borrower Company or any Disqualified or Preferred Stock of another Restricted Subsidiary; (ii) such Subsidiary does not or hold any Indebtedness of, or any Lien on any property of, the Borrower Company or any Restricted Subsidiary, if such Disqualified or Preferred Stock or Indebtedness could not be Incurred under Section 10(w) or such Lien would violate Section 10(y); (iv) such Restricted Subsidiary does not own any Voting Stock of another Restricted Subsidiary, and all of its Subsidiaries are Unrestricted Subsidiaries or are being concurrently designated to be Unrestricted Subsidiaries in accordance with this provision; and (v) the Investment deemed to have been made thereby in such newly-designated Unrestricted Subsidiary and each case except other newly-designated Unrestricted Subsidiary being concurrently redesignated would be permitted to be made under Section 10(x). (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (i) no Event of Default shall have occurred and be continuing at the extent time of or after giving effect to such designation; (ii) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which will be deemed to have been Incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted by to be Incurred under Section 7.01 or 7.02, respectively10(w); (iii) any Lien on the property of such Unrestricted Subsidiary at the time of designation, the such designation which will be deemed to have been incurred by such newly- designated Restricted Subsidiary as a result of such designation would be permitted to be incurred under Section 7.0810(y); (iv) to the extent the Indebtedness of the such Unrestricted Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary is permitted under Sections 7.01 and 7.08Subsidiary); (v) the if such Restricted Subsidiary is not party organized under the laws of the PRC, such Restricted Subsidiary shall upon such designation execute and deliver to any transaction the Holder a Guarantee by which such Restricted Subsidiary shall become a Subsidiary Guarantor or arrangement a JV Subsidiary Guarantor in accordance with the Borrower or any Restricted Subsidiary that would not be permitted terms under Section 7.04the Indenture; and (vi) neither the Borrower nor any if such Restricted Subsidiary has any obligation to subscribe for additional Equity Interests is not organized under the laws of the PRC, is not Xinyuan International (HK) Property Investment Co., Limited or a Subsidiary of a JV Subsidiary Guarantor, all Capital Stock of such Restricted Subsidiary owned by the Company or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7any other Restricted Subsidiary shall be pledged as required under Section 18.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Company may designate after the Issue Date any Subsidiary (including any newly acquired or newly formed Subsidiary) as an “Unrestricted Subsidiary” under this Third Lien Exchangeable Notes Indenture (a “Designation”) only if: (1) no Default or Event of Default shall have occurred and be continuing both immediately before and immediately after giving effect to such Designation; (2) the Subsidiary to be so designated and its Subsidiaries do not at the time of Designation own any Capital Stock or Indebtedness of, or own or hold any Lien with respect to, the Company or any Restricted Subsidiary of the Company (other than any Subsidiary that of the Subsidiary to be so designated); (3) all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of Designation, and will at all times thereafter, consist of Non-Recourse Debt; (4) such Subsidiary is an obligor a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation: (i) to subscribe for additional Capital Stock of such Subsidiary; or (ii) to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve any specified levels of operating results; and (5) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary shall be deemed to be an Investment made as of the time of the Designation and must comply with Section 4.08. (b) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect such Revocation: (1) no Default or Event of Default has occurred and is continuing after giving effect to such Revocation; (2) The Consolidated Leverage Ratio for the Company and its Restricted Subsidiaries would be better than or equal to such ratio for the Company and its Restricted Subsidiaries immediately prior to such Revocation, in each case on a pro forma basis taking into account such Revocation; and (3) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Third Lien Exchangeable Notes Indenture. (c) Any such Designation or Revocation shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may be, and an Officer’s Certificate certifying that such Designation or Revocation complied with the foregoing conditions. (d) A Revocation will be deemed to be an Incurrence of Indebtedness incurred pursuant by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary. If, at any time, any Unrestricted Subsidiary would fail to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary if the sum for purposes of (i) the total assets this Third Lien Exchangeable Notes Indenture, and any Indebtedness of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets shall be deemed to be Incurred as of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) such Subsidiary does not own any capital stock of the Borrower or any Restricted Subsidiary; (ii) such Subsidiary does not hold any Indebtedness of, or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7date.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereofSubsidiary; provided that: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Subsidiary does not own any capital stock of the Borrower or any Restricted Subsidiarydesignation; (ii) such Restricted Subsidiary does and its Subsidiaries do not own any Disqualified Stock of the Company or any Guarantor or Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor or hold any Indebtedness of, or any Lien on any property property, assets or proceeds of, the Borrower Parent Guarantor or any Restricted Subsidiary, in each case except to the extent permitted by if such Disqualified Stock or Preferred Stock or Indebtedness could not be Incurred under Section 7.01 4.06 or 7.02, respectivelysuch Lien would violate Section 4.08; (iii) at the time such Restricted Subsidiary and its Subsidiaries do not own any Voting Stock of designationanother Restricted Subsidiary, the designation would and all of its Subsidiaries are Unrestricted Subsidiaries or are being concurrently designated to be permitted under Unrestricted Subsidiaries in accordance with this Section 7.084.18(a); (iv) to the extent the Indebtedness none of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower Parent Guarantor or any Restricted Subsidiary guarantees or provides credit support or is directly or indirectly liable for the Indebtedness of such Restricted Subsidiary; and (v) the Investment deemed to have been made thereby in such newly- designated Unrestricted Subsidiary and each other newly designated Unrestricted Subsidiary being concurrently redesignated would be permitted to be made under Sections 7.01 Section 4.07. (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (i) no Default or Event of Default shall have occurred and 7.08be continuing at the time of or after giving effect to such designation; (ii) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which will be deemed to have been Incurred by such newly- designated Restricted Subsidiary as a result of such designation would be permitted to be Incurred under Section 4.06; (iii) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which will be deemed to have been incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted to be incurred under Section 4.08; (iv) such Unrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary); (v) the if such newly designated Restricted Subsidiary is not party to any transaction or arrangement with organized under the Borrower or any laws of the PRC, such newly designated Restricted Subsidiary that would not be permitted under Section 7.04will upon such designation execute and deliver to the Trustee a supplemental indenture to this Indenture by which such newly designated Restricted Subsidiary will become a Subsidiary Guarantor; and (vi) neither if such Restricted Subsidiary is not organized under the Borrower nor laws of the PRC or directly owned by a Restricted Subsidiary organized under the laws of the PRC, all Capital Stock of such Restricted Subsidiary owned by the Parent Guarantor or any Restricted Subsidiary has any obligation will be pledged as required under Section 12.02. (c) Any such designation of a Restricted Subsidiary or an Unrestricted Subsidiary shall be evidenced to subscribe for additional Equity Interests the Trustee by filing with the Trustee a certified copy of the Subsidiary resolution of the Board of Directors of the Parent Guarantor giving effect to such designation or to maintain revocation, as the case may be, and an Officers’ Certificate certifying that such designation or preserve its financial condition or cause it to achieve specified levels of operating results except to revocation complied with the extent permitted by Sections 7.01 and 7foregoing conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Company may designate after the Issue Date any Subsidiary (including any newly acquired or newly formed Subsidiary) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (1) no Default or Event of Default has occurred and is continuing after giving effect to such Designation; (2) the Subsidiary to be so designated and its Subsidiaries do not at the time of Designation own any Capital Stock or Indebtedness of, or own or hold any Lien with respect to, the Company or any other than any Restricted Subsidiary of the Company that is an obligor not a Subsidiary of the Subsidiary so designated; (3) all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, and will at all times thereafter, consist of Non-Recourse Debt; (4) such Subsidiary and its Subsidiaries are Persons with respect to which neither the Company nor any of the Company’s Restricted Subsidiaries has any direct or indirect obligation: (A) to subscribe for additional Capital Stock of such Subsidiary or its Subsidiaries; or (B) to maintain or preserve such Subsidiary’s or any of its Subsidiaries’ financial condition or to cause such Subsidiary or any of its Subsidiaries to achieve any specified levels of operating results; and (5) either (A) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (B) if such Subsidiary has consolidated assets greater than $1,000, then such Designation would be permitted under Section 4.08 or the definition of “Permitted Investment.” (b) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect such Revocation: (1) (A) The Company would be able to Incur at least $1.00 of additional Indebtedness incurred pursuant to Section 7.01(a)(xiii4.09(a) or 7.01(a)(xiv))(B) the Consolidated Coverage Ratio of the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such Revocation, including in each case on a newly acquired pro forma basis taking into account such Revocation; (2) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Indenture; and (3) no Default or created Event of Default has occurred and is continuing after giving effect to such Revocation. (c) Any such Designation or Revocation shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may be, and an Officers’ Certificate and an Opinion of Counsel certifying that such Designation or Revocation complies with the foregoing conditions. (d) A Revocation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary if the sum for purposes of (i) the total assets this Indenture, and any Indebtedness of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets shall be deemed to be Incurred as of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) such Subsidiary does not own any capital stock of the Borrower or any Restricted Subsidiary; (ii) such Subsidiary does not hold any Indebtedness of, or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7date.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Borrower may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, of the Borrower to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereofSubsidiary; provided that: (i) such Subsidiary does not own any capital stock The aggregate fair market value, as determined in good faith by the Board of Directors of the Borrower or any Restricted Subsidiary; (ii) such Subsidiary does not hold any Indebtedness ofBorrower, or any Lien on any property of, of all outstanding Investments owned by the Borrower or any and its Restricted Subsidiary, Subsidiaries in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, being so designated (including any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is thereof of any Indebtedness of such Subsidiary, but excluding any Investment that was a Restricted Payment or Permitted Investment (other than pursuant to clauses (1) or (3) of the definition thereof) when made) will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Sections 7.01 and 7.08Section 7.06 hereof, including as a Permitted Investment. (ii) Such Subsidiary does not hold any Liens on any property of the Borrower or any Restricted Subsidiary thereof; (viii) the The Subsidiary is being so designated: (A) Is not party to any transaction agreement, contract, arrangement or arrangement understanding with the Borrower or any Restricted Subsidiary of the Borrower unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Borrower or would not be permitted under Section 7.047.08 hereof; andand Document Number: 1345735 -99- (viB) Is a Person with respect to which neither the Borrower nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation to subscribe for additional Equity Interests Interests, except as would be permitted under Section 7.06 hereof; and (iv) No Event of Default would be in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by filing with the Administrative Agent the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by this Agreement. If, at any time, any Unrestricted Subsidiary (x) would fail to meet any of the preceding requirements described in subclauses (A) or (B) of clause (iii) of Section 7.13(a), it will thereafter cease to maintain be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness, Investments, or preserve its financial condition Liens on the property, of such Subsidiary will be deemed to be Incurred or cause it made by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness, Investments or Liens are not permitted to achieve specified levels be Incurred or made as of operating results except such date under this Agreement, the Borrower will be in Default under this Agreement. (c) The Board of Directors of the Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (i) Such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is permitted under the covenant described under Section 7.03 hereof; (ii) All outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under Section 7.06 hereof, including as Permitted Investments; (iii) All Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 7.01 hereof; and (iv) No Default or Event of Default would be in existence following such designation. Notwithstanding the provisions set forth above with respect to “Unrestricted Subsidiaries”, the Borrower shall not designate any Subsidiary as an Unrestricted Subsidiary, to the extent permitted by Sections 7.01 and 7that such Subsidiary directly or indirectly owns a Refinery.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Parent Guarantor may designate any Subsidiary of the Parent Guarantor (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Parent Guarantor or any Subsidiary of the Parent Guarantor (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, of the Subsidiary to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnershipsso designated), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (ia) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Parent Guarantor, (b) such Subsidiary does not own any capital stock of the Borrower or any Restricted Subsidiary;designation complies with Section 4.09 hereof and (iic) such each of (x) the Subsidiary does to be so designated and (y) its Subsidiaries, has not hold any Indebtedness of, or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the designation would be permitted under Section 7.08; (iv) lender has recourse to the extent the Indebtedness any of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by assets of the Borrower Parent Guarantor or any Restricted Subsidiary. The Board of Directors of the Parent Guarantor may designate any Unrestricted Subsidiary is permitted under Sections 7.01 to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation no Default or Event of Default shall have occurred and 7.08;be continuing and either: (va) the Subsidiary is not party Parent Guarantor could incur at least $1.00 of additional Indebtedness pursuant to any transaction or arrangement Section 4.09(a) hereof or (b) the Fixed Charge Coverage Ratio for the Parent Guarantor and its Restricted Subsidiaries would be greater than such ratio for the Parent Guarantor and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the Board of Directors of the Parent Guarantor shall be notified by the Company to the Trustee by promptly filing with the Borrower or Trustee a copy of the board resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions. For purposes of designating any Restricted Subsidiary that would not be permitted under Section 7.04; and as an Unrestricted Subsidiary, all outstanding Investments by the Parent Guarantor and its Restricted Subsidiaries (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation will be permitted by Sections 7.01 only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a) hereof or under Section 4.07(b)(6), (8) or (9) hereof, or pursuant to the definition of “Permitted Investments,” and 7if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower General Partner may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, of the Partnership to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by the Partnership and on its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of such designation and will reduce the amount available for Restricted Payments under Section 4.08(a), for Permitted Investments or for Permitted Business Investments, as applicable. All such outstanding Investments will be valued at their fair market value, as determined by the Board of Directors of the General Partner, at the time of such designation. That designation will only be permitted if such Restricted Payment, Permitted Investments or Permitted Business Investments would be permitted under this Indenture at that time and such Restricted Subsidiary otherwise complies with the definition of an Unrestricted Subsidiary. All Subsidiaries of such an Unrestricted Subsidiary shall be also thereafter constitute Unrestricted Subsidiaries. A Subsidiary may not be designated as an Unrestricted Subsidiary unless at the time of such designation, (x) it has no Indebtedness other than Non-Recourse Debt; (y) no portion of the Indebtedness or any other obligation of such Subsidiary (whether contingent or otherwise and whether pursuant to the terms of such Indebtedness or the terms governing the organization and operation of such Subsidiary or by law) (A) is guaranteed by the Partnership or any of its other Restricted Subsidiaries, except as such Indebtedness is permitted by Sections 4.08 and 4.09, (B) is recourse to or obligates the Partnership or any of its Restricted Subsidiaries in any way (including any "claw-back", "keep-well' or "make-well" agreements or other agreements, arrangements or understandings to maintain the financial performance or results of operations of such Subsidiary, except as such Indebtedness or Investment is permitted by Sections 4.08 and 4.09), or (C) subjects any property or assets of the Partnership or any of its other Restricted Subsidiaries, directly or indirectly, contingently or otherwise, to the satisfaction thereof; and (z) no Equity Interests of a Pro Forma BasisRestricted Subsidiary are held by such Subsidiary, directly or indirectly. Upon the designation of a Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary, the Guarantee of such entity shall be released and the Trustee shall be authorized to take such actions as may be appropriate to reflect such release. The Board of Directors of the General Partner may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if a Default or Event of Default is not continuing, the redesignation would not cause a Default or Event of Default and provided that, if at the time of such designation such Subsidiary is a Subsidiary Guarantor, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) such Subsidiary does not own any capital stock Partnership and its remaining Restricted Subsidiaries could incur at least $1.00 of the Borrower or any Restricted Subsidiary; (ii) such Subsidiary does not hold any additional Indebtedness of, or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08; (v) the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Sections 7.01 and 7.4.09(a). 72

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Borrower may designate any Restricted Subsidiary (other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired or created Subsidiary, of the Borrower to be an Unrestricted Subsidiary if the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Closing Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereofSubsidiary; provided that: (i) such Subsidiary does not own any capital stock The aggregate fair market value, as determined in good faith by the Board of Directors of the Borrower or any Restricted Subsidiary; (ii) such Subsidiary does not hold any Indebtedness ofBorrower, or any Lien on any property of, of all outstanding Investments owned by the Borrower or any and its Restricted Subsidiary, Subsidiaries in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, being so designated (including any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is thereof of any Indebtedness of such Subsidiary, but excluding any Investment that was a Restricted Payment or Permitted Investment (other than pursuant to clauses (1) or (3) of the definition thereof) when made) will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Sections 7.01 and 7.08Section 7.06 hereof, including as a Permitted Investment. (ii) Such Subsidiary does not hold any Liens on any property of the Borrower or any Restricted Subsidiary thereof; (viii) the The Subsidiary is being so designated: (A) Is not party to any transaction agreement, contract, arrangement or arrangement understanding with the Borrower or any Restricted Subsidiary of the Borrower unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Borrower or would not be permitted under Section 7.047.08 hereof; and (viB) Is a Person with respect to which neither the Borrower nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation to subscribe for additional Equity Interests Interests, except as would be permitted under Section 7.06 hereof; and (iv) No Event of Default would be in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except will be evidenced to the extent Administrative Agent by filing with the Administrative Agent the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Sections 7.01 and 7.this Agreement. If, at any time, any Unrestricted Subsidiary (x) would fail to meet any of the preceding requirements described in subclauses (A) or (B) of clause (iii) of Section