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 (a) After the Issue Date, the Board of Directors of the Issuer Company may designate any Restricted Subsidiary of Holdings (other than the Company) 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 Holdings 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 4.14 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 ”. (ib) 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 Holdings 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 Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with this Section 4.15 and was permitted by Section 4.14. (c) The Board of Directors of the preceding conditions Company 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 secured Indebtedness by a Restricted Subsidiary of Holdings of any outstanding secured Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such secured Indebtedness is permitted by Section 4.08, calculated on a Pro Forma Basis; 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 delivery to the Trustee of an Officer’s Certificate certifying that such designation complied with this Section 4.15 and was permitted by Section 4.08.

Designation of Restricted Subsidiaries and Unrestricted Subsidiaries. The After the Acquisition Closing 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 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 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 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 (a) After the Issue Date, the Board of Directors of the Issuer Company may designate any of its Restricted Subsidiary of the Parent Guarantor (other than a Co-Issuer) 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 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 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 Co-Issuers. 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 . (ib) 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 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 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. (c) The Board of Directors of the Company 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 by Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Event of Default under Section 6.01(a)(2) or solely with respect to the Co-Issuers, Sections 6.01(a)(6) or 6.01(a)(7) would be in existence following such designation. Any designation of an Unrestricted Subsidiary as a Restricted Subsidiary shall be evidenced to the Trustee by delivery to the Trustee of an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.09.

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 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 (a) After the Issue Date, the Board of Directors of the Issuer Company may designate any Restricted Subsidiary of Holdings (other than the Company) 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 Holdings 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 4.14 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 . (ib) 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 Holdings 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 Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with this Section 4.15 and was permitted by Section 4.14. (c) The Board of Directors of the preceding conditions Company 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 secured Indebtedness by a Restricted Subsidiary of Holdings of any outstanding secured Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such secured Indebtedness is permitted by Section 4.08, calculated on a Pro Forma Basis; 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 delivery to the Trustee of an Officer’s Certificate certifying that such designation complied with this Section 4.15 and was permitted by Section 4.08.

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.

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 4.08acting in reliance on such Board Resolution).

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 (a) Each of the Issuer may designate any Borrower’s Subsidiaries shall be designated as a Restricted Subsidiary to be or an Unrestricted Subsidiary if at all times. Schedule 3.01 set forth such designations for the Borrower’s Subsidiaries as of the Effective Date. Each Subsidiary that designation would not cause a Default. If is acquired or formed (including by way of merger or consolidation) after the Effective Date shall be deemed to be designated as a Restricted Subsidiary at the time of acquisition or formation thereof unless it is designated as an Unrestricted Subsidiary by written notice to the Administrative Agent not less than ten (10) Business Days’ prior to the acquisition or formation thereof, with the understanding that the Borrower may change such designation in accordance with the following. Upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, and subject to satisfaction of the following requirements, the Borrower may at any time and from time to time change a Subsidiary’s designation as a Restricted Subsidiary or an Unrestricted Subsidiary: (i) No such change in designation shall be made unless, immediately before and after such change, no Default shall have occurred and be continuing or shall otherwise result therefrom; (ii) Immediately after giving effect to such change, the Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 6.11 (and, as a condition precedent to the effectiveness of any such change, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the calculations demonstrating such compliance); (iii) No Unrestricted Subsidiary shall be re-designated as a Restricted Subsidiary unless at least one full Fiscal Quarter has passed since the Fiscal Quarter in which such Unrestricted Subsidiary was designated as such; (iv) The designation for a Subsidiary (other than a Material Domestic Subsidiary) as a Restricted Subsidiary or an Unrestricted Subsidiary shall not be changed at any time the Total Leverage Ratio (before and after giving effect to the proposed re-designation on a Pro Forma Basis) is equal to or greater than 3.25 to 1.00. The designation for a Material Domestic Subsidiary as a Restricted Subsidiary shall not be changed at any time the Total Leverage Ratio (before and after giving effect to the proposed re-designation on a Pro Forma Basis) is equal to or greater than 3.00 to 1.00; (v) No Restricted Subsidiary shall be designated as an Unrestricted Subsidiary unless after giving effect thereto the aggregate amount of all such designations, when taken together with all other Restricted Intercompany Transactions, shall not exceed the Restricted Intercompany Transaction Amount; provided, that (A) in the case of any designation of a Material Domestic Subsidiary as an Unrestricted Subsidiary, the aggregate Fair Market Value amount of all outstanding Investments owned by the Issuer and the Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (the “Deemed Investment Amount”) such designation shall be deemed to be an Investment made amount (not less than zero) equal to the total assets of such Subsidiary minus the outstanding funded debt of such Subsidiary as of the time date 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% in the case of Consolidated Tangible Assets at the time any designation of such designation. That designation shall be permitted only if the Investment would be permitted at that time and if the a Restricted Subsidiary otherwise meets the definition of (other than a Material Domestic Subsidiary) as 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 amount of such Unrestricted Subsidiary outstanding immediately after such redesignation would, if incurred at such time, have been permitted to be incurred (and designation shall be deemed to have been incurredbe an amount (not less than zero) under this Indenture. Any designation equal to the book net worth of a such Subsidiary as of the Issuer date of such designation; (vi) No Material Domestic Subsidiary shall be designated as an Unrestricted Subsidiary without the Administrative Agent’s prior written consent (such consent not to be unreasonably withheld); provided, that the Borrower shall have certified to the Administrative Agent in writing, and in a manner reasonably acceptable to the Administrative Agent (including supporting detail therefor, if so requested by the Administrative Agent), that, after giving effect to such designation (and the removal of such Loan Party Guarantor as a Material Domestic Subsidiary) on a Pro Forma Basis, no Restricted Subsidiary that is not a Loan Party Guarantor shall constitute (or be required to be designated as) a Material Domestic Subsidiary in accordance with the definition thereof; provided, further, that the Administrative Agent is authorized by the Lenders to release any Loan Party Guarantor designated as an Unrestricted Subsidiary pursuant to this clause (vi) from the Loan Party Guaranty and to release its Liens on the assets of such Loan Party Guarantor; and (vii) No Subsidiary that is designated as a “Restricted Subsidiary” under the Senior Secured Notes or any other Indebtedness of the Borrower or any Subsidiary shall be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” under the Senior Secured Notes and all such other Indebtedness. (b) Each Subsidiary that constitutes an Unrestricted Subsidiary shall be evidenced treated as a third-party that is a non-Affiliate, and shall not receive the benefit of any provision allowing for transactions between the Borrower and the Restricted Subsidiaries. The Borrower’s or any Subsidiary’s investment in an Unrestricted Subsidiary shall constitute an investment in a non-Affiliated third party that is subject 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 4.086.04.

Designation of Restricted Subsidiaries and Unrestricted Subsidiaries. The Board of Directors (a) Each of the Issuer may designate any Borrower’s Subsidiaries shall be designated as a Restricted Subsidiary to be or an Unrestricted Subsidiary if at all times. Schedule 3.01 set forth such designations for the Borrower’s Subsidiaries as of the Effective Date. Each Subsidiary that designation would not cause a Default. If is acquired or formed (including by way of merger or consolidation) after the Effective Date shall be deemed to be designated as a Restricted Subsidiary at the time of acquisition or formation thereof unless it is designated as an Unrestricted Subsidiary by written notice to the Administrative Agent not less than ten (10) Business Days’ prior to the acquisition or formation thereof, with the understanding that the Borrower may change such designation in accordance with the following. Upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, and subject to satisfaction of the following requirements, the Borrower may at any time and from time to time change a Subsidiary’s designation as a Restricted Subsidiary or an Unrestricted Subsidiary: (i) No such change in designation shall be made unless, immediately before and after such change, no Default shall have occurred and be continuing or shall otherwise result therefrom; (ii) Immediately after giving effect to such change, the Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 6.11 (and, as a condition precedent to the effectiveness of any such change, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the calculations demonstrating such compliance); (iii) No Unrestricted Subsidiary shall be re-designated as a Restricted Subsidiary unless at least one full Fiscal Quarter has passed since the Fiscal Quarter in which such Unrestricted Subsidiary was designated as such; (iv) The designation for a Subsidiary (other than a Material Domestic Subsidiary) as a Restricted Subsidiary or an Unrestricted Subsidiary shall not be changed at any time the Total Net Leverage Ratio (before and after giving effect to the proposed re-designation on a Pro Forma Basis) is equal to or greater than 3.25 to 1.00. The designation for a Material Domestic Subsidiary as a Restricted Subsidiary shall not be changed at any time the Total Net Leverage Ratio (before and after giving effect to the proposed re-designation on a Pro Forma Basis) is equal to or greater than 3.00 to 1.00; (v) No Restricted Subsidiary shall be designated as an Unrestricted Subsidiary unless after giving effect thereto the aggregate amount of all such designations, when taken together with all other Restricted Intercompany Transactions, shall not exceed the Restricted Intercompany Transaction Amount; provided, that (A) in the case of any designation of a Material Domestic Subsidiary as an Unrestricted Subsidiary, the aggregate Fair Market Value amount of all outstanding Investments owned by the Issuer and the Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary (the “Deemed Investment Amount”) such designation shall be deemed to be an Investment made amount (not less than zero) equal to the total assets of such Subsidiary minus the outstanding funded debt of such Subsidiary as of the time date 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% in the case of Consolidated Tangible Assets at the time any designation of such designation. That designation shall be permitted only if the Investment would be permitted at that time and if the a Restricted Subsidiary otherwise meets the definition of (other than a Material Domestic Subsidiary) as 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 amount of such Unrestricted Subsidiary outstanding immediately after such redesignation would, if incurred at such time, have been permitted to be incurred (and designation shall be deemed to have been incurredbe an amount (not less than zero) under this Indenture. Any designation equal to the book net worth of a such Subsidiary as of the Issuer date of such designation; (vi) No Material Domestic Subsidiary shall be designated as an Unrestricted Subsidiary without the Administrative Agent’s prior written consent (such consent not to be unreasonably withheld); provided, that the Borrower shall have certified to the Administrative Agent in writing, and in a manner reasonably acceptable to the Administrative Agent (including supporting detail therefor, if so requested by the Administrative Agent), that, after giving effect to such designation (and the removal of such Loan Party Guarantor as a Material Domestic Subsidiary) on a Pro Forma Basis, no Restricted Subsidiary that is not a Loan Party Guarantor shall constitute (or be required to be designated as) a Material Domestic Subsidiary in accordance with the definition thereof; provided, further, that the Administrative Agent is authorized by the Lenders to release any Loan Party Guarantor designated as an Unrestricted Subsidiary pursuant to this clause (vi) from the Loan Party Guaranty and to release its Liens on the assets of such Loan Party Guarantor; and (vii) No Subsidiary that is designated as a “Restricted Subsidiary” under the Senior Secured Notes or any other Indebtedness of the Borrower or any Subsidiary shall be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” under the Senior Secured Notes and all such other Indebtedness. (b) Each Subsidiary that constitutes an Unrestricted Subsidiary shall be evidenced treated as a third-party that is a non-Affiliate, and shall not receive the benefit of any provision allowing for transactions between the Borrower and the Restricted Subsidiaries. The Borrower’s or any Subsidiary’s investment in an Unrestricted Subsidiary shall constitute an investment in a non-Affiliated third party that is subject to Section 6.04. (c) If, at any time, any Unrestricted Subsidiary fails to meet any requirements of an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Agreement and shall thereafter constitute a Restricted Subsidiary, with all of its Indebtedness, Liens, Investments and other actions and transactions being subject to the Trustee by filing with the Trustee an Officers’ Certificate setting forth a certified copy terms 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 4.08this Agreement.

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 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.”