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

Designation of Restricted Subsidiaries and Unrestricted Subsidiaries. The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and the Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (the “Deemed Investment Amount”) shall be deemed to be an Investment made as of the time of the designation and shall reduce the Cumulative Buildup Basket or amounts available under one or more clauses of the definition of Permitted Investments or one or more clauses of Section 4.08(b) as determined by the Issuer; provided that, if a Covenant Suspension Event is continuing, the foregoing test shall not be applicable and such designation will only be permitted if the sum of (x) the Deemed Investment Amount with respect to such Subsidiary and (y) the aggregate of the then-current Deemed Investment Amounts with respect to all other Unrestricted Subsidiaries that have been designated as such during the continuance of such Covenant Suspension Event shall not exceed the greater of (A) $50.0 million and (B) 5.0% of Consolidated Tangible Assets at the time of such designation. That designation shall be permitted only if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if (i) that redesignation would not cause a Default and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such redesignation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) under this Indenture. Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee an Officers’ Certificate setting forth a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and certifying that such designation complied with the preceding conditions and was permitted by Section 4.08.

Designation of Restricted Subsidiaries and Unrestricted Subsidiaries. The Board of Directors of the Issuer Parent Guarantor may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event will the business currently operated by the Company, Studio City Developments Limited, Studio City Entertainment Limited or Studio City Hotels Limited be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Issuer Parent Guarantor and the its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (the “Deemed Investment Amount”) shall will be deemed to be an Investment made as of the time of the designation and shall will reduce the Cumulative Buildup Basket amount available for Restricted Payments under Section 4.07 hereof or amounts available under one or more clauses of the definition of Permitted Investments or one or more clauses of Section 4.08(b) Investments, as determined by the Issuer; provided that, if a Covenant Suspension Event is continuing, the foregoing test shall not be applicable and such Parent Guarantor. That designation will only be permitted if the sum of (x) the Deemed Investment Amount with respect to such Subsidiary and (y) the aggregate of the then-current Deemed Investment Amounts with respect to all other Unrestricted Subsidiaries that have been designated as such during the continuance of such Covenant Suspension Event shall not exceed the greater of (A) $50.0 million and (B) 5.0% of Consolidated Tangible Assets at the time of such designation. That designation shall be permitted only if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer Parent Guarantor may redesignate re-designate any Unrestricted Subsidiary to be a Restricted Subsidiary if (i) that redesignation re-designation would not cause a Default and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such redesignation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) under this IndentureDefault. Any designation of a Subsidiary of the Issuer Parent Guarantor as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee an Officers’ Certificate setting forth a certified copy of a resolution of the Board of Directors of the Issuer Parent Guarantor giving effect to such designation and an Officer’s Certificate of the Parent Guarantor certifying that such designation complied with the preceding conditions and was permitted by Section 4.084.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Parent Guarantor as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under Section 4.09 hereof, Parent Guarantor and the Company will be in Default of such covenant. The Board of Directors of the Parent Guarantor may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Parent Guarantor; provided that such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Parent Guarantor of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the reference period; and (2) no Default or Event of Default would be in existence following such designation. On such designation, the Parent Guarantor shall deliver an Officer’s Certificate of the Parent Guarantor to the Trustee regarding such designation and certifying that such designation complies with the preceding conditions and the relevant covenants under this Indenture.

Designation of Restricted Subsidiaries and Unrestricted Subsidiaries. The Board of Directors of the Issuer may designate Designate any Restricted Subsidiary to be as an Unrestricted Subsidiary, or redesignate an Unrestricted Subsidiary if as a Restricted Subsidiary if, after giving effect to such designation or redesignation, a Default or an Event of Default has occurred and is continuing or would result therefrom. Any designation of a Subsidiary of Parent as an Unrestricted Subsidiary shall be evidenced by filing with Agent a certified copy of the resolution of the board of directors of Parent giving effect to such designation and an officers’ certificate certifying that such designation would not cause a Defaultcomplied with the preceding conditions and was permitted by Sections 7.10 and 7.12. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value fair market value of all outstanding Investments owned by the Issuer Parent and the its Restricted Subsidiaries in the Subsidiary properly so designated as an Unrestricted Subsidiary (the “Deemed Investment Amount”) shall will be deemed to be an Investment made as of the time of the designation and shall will reduce the Cumulative Buildup Basket amount available for Restricted Payments under Section 7.10, or amounts available under one or more clauses of the definition of for Permitted Investments or one or more clauses under Section 7.12. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements to be an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Parent as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.08(b) as determined by the Issuer7.1, Parent and Borrower will each be in default of such covenant. Parent’s board of directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, if that such designation will be deemed to be an incurrence of Indebtedness by a Covenant Suspension Event is continuing, the foregoing test shall not be applicable Restricted Subsidiary of Parent of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 7.1 calculated on a pro forma basis as if such designation had occurred at the sum beginning of (x) the Deemed Investment Amount with respect to such Subsidiary four-quarter reference period; and (y2) the aggregate no Default or Event of the then-current Deemed Investment Amounts with respect to all other Unrestricted Subsidiaries that have been designated as such during the continuance of such Covenant Suspension Event shall not exceed the greater of (A) $50.0 million and (B) 5.0% of Consolidated Tangible Assets at the time of Default would be in existence following such designation. That designation shall be permitted only if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if (i) that redesignation would not cause a Default and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such redesignation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) under this Indenture. Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee an Officers’ Certificate setting forth a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and certifying that such designation complied with the preceding conditions and was permitted by Section 4.08.

Designation of Restricted Subsidiaries and Unrestricted Subsidiaries. The After the Issue Date, the Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a an Event of Default. If a such Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned in such Restricted Subsidiary by the Issuer and the its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (the “Deemed Investment Amount”) shall will be deemed to be an Investment made as of the time of determination or the designation and shall will reduce the Cumulative Buildup Basket amount available for Restricted Payments under Section 4.07 hereof or amounts available under one or more clauses of the definition of “Permitted Investments or one or more clauses of Section 4.08(b) Investments,” as determined by the Issuer; provided that, if a Covenant Suspension Event is continuing, the foregoing test shall not be applicable and such . That designation will only be permitted if the sum of (x) the Deemed Investment Amount with respect to such Subsidiary and (y) the aggregate of the then-current Deemed Investment Amounts with respect to all other Unrestricted Subsidiaries that have been designated as such during the continuance of such Covenant Suspension Event shall not exceed the greater of (A) $50.0 million and (B) 5.0% of Consolidated Tangible Assets at the time of such designation. That designation shall be permitted only if the Investment would be permitted at that time and if the such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if (i) that redesignation would not cause a Default and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such redesignation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) under this Indenture. Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with delivering to the Trustee an Officers’ Certificate setting forth a certified copy of a resolution of the Board of Directors of the Issuer or any direct or indirect parent of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.084.07 hereof or under one of more clauses of the definition of “Permitted Investments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date pursuant to Section 4.09 hereof, the Issuer will be in default of Section 4.09 hereof. The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted by Section 4.09 hereof, calculated on a Pro Forma Basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Event of Default would be in existence following such designation. Any designation of an Unrestricted Subsidiary as a Restricted Subsidiary shall be evidenced by delivering to the Trustee an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.09 hereof.

Designation of Restricted Subsidiaries and Unrestricted Subsidiaries. The After the Issue Date, the Board of Directors of the Issuer or any direct or indirect parent of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a such Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned in such Restricted Subsidiary by the Issuer and the its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (the “Deemed Investment Amount”) shall will be deemed to be an Investment made as of the time of determination or the designation and shall will reduce the Cumulative Buildup Basket amount available for Restricted Payments under Section 4.07 hereof or amounts available under one or more clauses of the definition of “Permitted Investments or one or more clauses of Section 4.08(b) Investments,” as determined by the Issuer; provided that, if a Covenant Suspension Event is continuing, the foregoing test shall not be applicable and such . That designation will only be permitted if the sum of (x) the Deemed Investment Amount with respect to such Subsidiary and (y) the aggregate of the then-current Deemed Investment Amounts with respect to all other Unrestricted Subsidiaries that have been designated as such during the continuance of such Covenant Suspension Event shall not exceed the greater of (A) $50.0 million and (B) 5.0% of Consolidated Tangible Assets at the time of such designation. That designation shall be permitted only if the Investment would be permitted at that time and if the such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if (i) that redesignation would not cause a Default and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such redesignation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) under this Indenture. Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with delivering to the Trustee an Officers’ Certificate setting forth a certified copy of a resolution of the Board of Directors of the Issuer or any direct or indirect parent of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.084.07 hereof or under one of more clauses of the definition of “Permitted Investments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date pursuant to Section 4.09 hereof, the Issuer will be in default of Section 4.09 hereof. The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted by Section 4.09 hereof, calculated on a Pro Forma Basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any designation of an Unrestricted Subsidiary as a Restricted Subsidiary shall be evidenced to the Trustee by an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.09 hereof.

Designation of Restricted Subsidiaries and Unrestricted Subsidiaries. The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and the Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (the “Deemed Investment Amount”) shall be deemed to be an Investment made as of the time of the designation and shall reduce the Cumulative Buildup Basket or amounts available under one or more clauses of the definition of Permitted Investments or one or more clauses of Section 4.08(b) as determined by the Issuer; provided that, if a Covenant Suspension Event is continuing, the foregoing test that (1) no Default shall not have occurred and be applicable and such designation will only be permitted if the sum of (x) the Deemed Investment Amount with respect to such Subsidiary and (y) the aggregate of the then-current Deemed Investment Amounts with respect to all other Unrestricted Subsidiaries that have been designated as such during the continuance of such Covenant Suspension Event shall not exceed the greater of (A) $50.0 million and (B) 5.0% of Consolidated Tangible Assets continuing at the time of or after giving effect to such designation. That designation shall ; (2) such Restricted Subsidiary does not own any Disqualified Stock of the Issuer or Disqualified Stock of a Restricted Subsidiary or hold any Indebtedness of, or any Lien on any property of, the Issuer, if such Disqualified Stock or Indebtedness could not be permitted only if Incurred under Section 4.09 or such Lien would violate Section 4.12; (3) such Restricted Subsidiary has no outstanding Indebtedness that could trigger a cross-default to the Indebtedness of the Issuer or any of the Restricted Subsidiaries; and (4) 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 at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiaryto be made by Section 4.07. The Board of Directors of the Issuer may redesignate designate any Unrestricted Subsidiary to be a Restricted Subsidiary if Subsidiary; provided that (i1) that redesignation would not cause a no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii2) all Liens and any Indebtedness of such Unrestricted Subsidiary outstanding immediately after at the time of such redesignation would, if incurred at such time, have been permitted to be incurred (and shall designation which will be deemed to have been incurredIncurred by such newly designated Restricted Subsidiary as a result of such designation would be permitted to be Incurred by Section 4.09; (3) under this Indenture. Any designation any Lien on the property of such Unrestricted Subsidiary at the time of such designation, which Liens 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 by Section 4.12; and (4) such Unrestricted Subsidiary is not a Subsidiary of the Issuer as an another Unrestricted Subsidiary shall (that is not concurrently being designated as a Restricted Subsidiary). All designations must be evidenced by a Board Resolution delivered to the Trustee by filing with the Trustee an Officers’ Certificate setting forth a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and certifying that such designation complied compliance with the preceding conditions provisions. The Trustee shall be entitled to accept such Board Resolution as sufficient evidence as to compliance with the provisions described above (and was permitted will not be responsible for any loss occasioned by Section 4.08.acting in reliance on such Board Resolution). 57

Designation of Restricted Subsidiaries and Unrestricted Subsidiaries. The After the Issue Date, the Board of Directors of the Issuer Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a such Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned in such Restricted Subsidiary by the Issuer Company and the its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (the “Deemed Investment Amount”) shall will be deemed to be an Investment made as of the time of the designation and shall will reduce the Cumulative Buildup Basket amount available for Restricted Payments under Section 4.07 hereof or amounts available under one or more clauses of the definition of “Permitted Investments or one or more clauses of Section 4.08(b) Investments,” as determined by the Issuer; provided that, if a Covenant Suspension Event is continuing, the foregoing test shall not be applicable and such Company. That designation will only be permitted if the sum of (x) the Deemed Investment Amount with respect to such Subsidiary and (y) the aggregate of the then-current Deemed Investment Amounts with respect to all other Unrestricted Subsidiaries that have been designated as such during the continuance of such Covenant Suspension Event shall not exceed the greater of (A) $50.0 million and (B) 5.0% of Consolidated Tangible Assets at the time of such designation. That designation shall be permitted only if the Investment would be permitted at that time and if the such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if (i) that redesignation would not cause a Default and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such redesignation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) under this Indenture. Any designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee an Officers’ Certificate setting forth a certified copy of a resolution of the Board of Directors of the Issuer Company giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.084.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date pursuant to Section 4.09 hereof, the Company will be in default of Section 4.09 hereof. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted by Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any designation of an Unrestricted Subsidiary as a Restricted Subsidiary shall be evidenced to the Trustee by an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.09 hereof.

Designation of Restricted Subsidiaries and Unrestricted Subsidiaries. The After the Issue Date, the Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a such Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned in such Restricted Subsidiary by the Issuer and the its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (the “Deemed Investment Amount”) shall will be deemed to be an Investment made as of the time of the designation and shall will reduce the Cumulative Buildup Basket amount available for Restricted Payments under the covenant described above under “—Restricted Payments” or amounts available under one or more clauses of the definition of “Permitted Investments or one or more clauses of Section 4.08(b) Investments,” as determined by the Issuer; provided that, if a Covenant Suspension Event is continuing, the foregoing test shall not be applicable and such . That designation will only be permitted if the sum of (x) the Deemed Investment Amount with respect to such Subsidiary and (y) the aggregate of the then-current Deemed Investment Amounts with respect to all other Unrestricted Subsidiaries that have been designated as such during the continuance of such Covenant Suspension Event shall not exceed the greater of (A) $50.0 million and (B) 5.0% of Consolidated Tangible Assets at the time of such designation. That designation shall be permitted only if the Investment would be permitted at that time and if the such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if (i) that redesignation would not cause a Default and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such redesignation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) under this Indenture. Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary shall will be evidenced to the Trustee by filing with the Trustee an Officers’ Certificate setting forth a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.08the covenant described above under “—Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under “—Incurrence of Indebtedness and Issuance of Disqualified Stock or Preferred Stock,” the Issuer will be in default of such covenant. The Board of Directors of the 0080105-0000405 PA:20488617.7 33 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under “—Incurrence of Indebtedness and Issuance of Disqualified Stock or Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any designation of an Unrestricted Subsidiary as a Restricted Subsidiary shall be evidenced to the Trustee by an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under “—Incurrence of Indebtedness and Issuance of Disqualified Stock or Preferred Stock.”

Designation of Restricted Subsidiaries and Unrestricted Subsidiaries. The Board of Directors of the Issuer may designate any Restricted Subsidiary (other than RPPL) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and the Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (the “Deemed Investment Amount”) shall be deemed to be an Investment made as of the time of the designation and shall reduce the Cumulative Buildup Basket or amounts available under one or more clauses of the definition of Permitted Investments or one or more clauses of Section 4.08(b) as determined by the Issuer; provided that, if a Covenant Suspension Event is continuing, the foregoing test that (1) no Default shall not have occurred and be applicable and such designation will only be permitted if the sum of (x) the Deemed Investment Amount with respect to such Subsidiary and (y) the aggregate of the then-current Deemed Investment Amounts with respect to all other Unrestricted Subsidiaries that have been designated as such during the continuance of such Covenant Suspension Event shall not exceed the greater of (A) $50.0 million and (B) 5.0% of Consolidated Tangible Assets continuing at the time of or after giving effect to such designation. That designation shall ; (2) such Restricted Subsidiary does not own any Disqualified Stock of a Restricted Subsidiary or hold any Indebtedness of, or any Lien on any property of, RPPL, if such Disqualified Stock or Indebtedness could not be permitted only if Incurred under Section 4.09; (3) such Restricted Subsidiary has no outstanding Indebtedness that could trigger a cross-default to the Indebtedness of any of the Restricted Subsidiaries; and (4) 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 at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiaryto be made under Section 4.07. The Board of Directors of the Issuer may redesignate designate any Unrestricted Subsidiary to be a Restricted Subsidiary if Subsidiary; provided that (i1) that redesignation would not cause a no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii2) all Liens and any Indebtedness of such Unrestricted Subsidiary outstanding immediately after at the time of such redesignation would, if incurred at such time, have been permitted to be incurred (and shall designation which will be deemed to have been incurredIncurred by such newly designated Restricted Subsidiary as a result of such designation would be permitted to be Incurred under Section 4.09; and (3) under this Indenture. Any designation of such Unrestricted Subsidiary is not a Subsidiary of the Issuer as an another Unrestricted Subsidiary shall (that is not concurrently being designated as a Restricted Subsidiary). All designations must be evidenced by a Board Resolution delivered to the Trustee by filing with the Trustee an Officers’ Certificate setting forth a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and certifying that such designation complied compliance with the preceding conditions and was permitted by Section 4.08provisions.