Common use of Designation of Unrestricted Subsidiaries Clause in Contracts

Designation of Unrestricted Subsidiaries. The Borrower will not designate any Subsidiary as an Unrestricted Subsidiary, unless: (i) neither such Subsidiary nor any of its subsidiaries has any Indebtedness except Non-Recourse Debt; (ii) neither such Subsidiary nor any of its subsidiaries is a party to any agreement, arrangement, understanding or other transaction with the Borrower or any Restricted Subsidiary, except those agreements and other transactions entered into in writing in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower and each Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; (iii) neither such Subsidiary nor any of its subsidiaries is a Guarantor Subsidiary or has any outstanding Letter of Credit issued for its account; (iv) at the time of such designation and immediately after giving effect thereto, no Default shall have occurred and be continuing; (v) the Borrower would have been in compliance with Sections 6.04 (a), (b) and (c) on the last day of the most recently ended fiscal quarter of the Borrower had such Subsidiary been an Unrestricted Subsidiary on such day; (vi) neither such Subsidiary nor any of its subsidiaries owns any Indebtedness or Equity Interest of, or is the beneficiary of any Lien on any property of, the Borrower or any Restricted Subsidiary; and (vii) at or immediately prior to such designation, the Borrower delivers a certificate to the Lenders certifying (a) the names of such Subsidiary and all of its subsidiaries, and (b) that all requirements of this Section have been met for such designation.

Designation of Unrestricted Subsidiaries. The Borrower will not designate any Subsidiary as an Unrestricted Subsidiary, unless: (i) neither such Subsidiary nor any of its subsidiaries has any Indebtedness Debt except Non-Recourse Debt; (ii) neither such Subsidiary nor any of its subsidiaries is a party to any agreement, arrangement, understanding or other transaction with the Borrower or any Restricted Subsidiary, except those agreements and other transactions entered into in writing in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower and each Restricted Subsidiary than could be obtained on an arm’sarm's-length basis from unrelated third parties; (iii) at the time of such designation, the aggregate book value of the assets of the Borrower and the Restricted Subsidiaries, on a consolidated basis (excluding investments in Unrestricted Subsidiaries) exceeds $2,250,000,000; (iv) neither such Subsidiary nor any of its subsidiaries is a Guarantor Subsidiary or has any outstanding Letter of Credit issued for its account; (ivv) neither such Subsidiary nor any of its subsidiaries owns any Oil and Gas Properties included in the Calculated Borrowing Base or other Property relevant to the Calculated Borrowing Base in effect at the time of such designation; (vi) at the time of such designation and immediately after giving effect thereto, no Borrowing Base Deficiency shall exist and no Default shall have occurred and be continuing; (vvii) the Borrower would have been in compliance with Sections 6.04 (a), (b) and (c) Section 6.22 on the last day of the most recently ended fiscal quarter of the Borrower had such Subsidiary been an Unrestricted Subsidiary on such day; (viviii) neither such Subsidiary nor any of its subsidiaries owns any Indebtedness Debt or Equity Interest of, or is the beneficiary of any Lien on any property of, the Borrower or any Restricted Subsidiary; and (viiix) at or immediately prior to such designation, the Borrower delivers a certificate to the Lenders certifying (a) the names of such Subsidiary and all of its subsidiaries, and (b) that all requirements of this Section have been met for such designation.

Designation of Unrestricted Subsidiaries. (a) The Borrower will Parent may not designate any Restricted Subsidiary as an Unrestricted Subsidiary, unlessSubsidiary and may hereafter designate any other Subsidiary as an Unrestricted Subsidiary under this Agreement (a "Designation") only if: (i) neither such Subsidiary nor does not own any Capital Stock of its subsidiaries has any Indebtedness except Non-Recourse DebtRestricted Subsidiary; (ii) neither such Subsidiary nor any no Event of its subsidiaries is a party to any agreement, arrangement, understanding or other transaction with the Borrower or any Restricted Subsidiary, except those agreements and other transactions entered into in writing in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower and each Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; (iii) neither such Subsidiary nor any of its subsidiaries is a Guarantor Subsidiary or has any outstanding Letter of Credit issued for its account; (iv) at the time of such designation and immediately after giving effect thereto, no Default shall have occurred and be continuing;continuing at the time of or after giving effect to such Designation; 108 103 (viii) after giving effect to such Designation and any related Investment to be made in such designated Subsidiary by the Borrower would have been in compliance with Sections 6.04 (a)Parent, (b) and (c) on the last day of the most recently ended fiscal quarter of the Borrower had such Subsidiary been an Unrestricted Subsidiary on such day; (vi) neither such Subsidiary nor any of its subsidiaries owns any Indebtedness or Equity Interest of, or is the beneficiary of any Lien on any property ofCCI, the Borrower or any other Restricted Subsidiary (which shall in any event include the existing Investment in such Subsidiary at the time it is designated as an Unrestricted Subsidiary), (A) any such existing Investment and related Investment would comply with Section 6.06 and (B) the Parent, CCI and the Borrower would be in compliance with each of the Financial Covenants, calculated on a pro forma basis as if such Designation and Investment had occurred immediately prior to the first day of the period of four consecutive fiscal quarters most recently ended in respect of which financial statements have been delivered by the Parent pursuant to Section 5.01(a) or (b); and (viiiv) the Parent has delivered to the Administrative Agent (x) written notice of such Designation and (y) a certificate, dated the effective date of such Designation, of a Financial Officer of the Parent stating that no Event of Default has occurred and is continuing and setting forth reasonably detailed calculations demonstrating pro forma compliance with the Financial Covenants in accordance with paragraph (iii) above. (b) The Parent may designate any Unrestricted Subsidiary as a Restricted Subsidiary under this Agreement (an "RS Designation") only if: (i) such Subsidiary is predominantly engaged in one or more Telecommunications Businesses in the United States; (ii) no Event of Default shall have occurred and be continuing at the time of or after giving effect to such RS Designation, and after giving effect thereto, the Parent, CCI and the Borrower would be in compliance with each of the Financial Covenants, calculated on a pro forma basis as if such RS Designation had occurred immediately prior to the first day of the period of four consecutive fiscal quarters most recently ended in respect of which financial statements have been delivered by the Parent pursuant to Section 5.01(a) or (b); and (iii) all Liens on assets of such Unrestricted Subsidiary and all Indebtedness of such Unrestricted Subsidiary outstanding immediately following the RS Designation would have been permitted to be incurred 109 104 pursuant to Sections 6.02 and 6.03 (without reliance on Section 6.02(v) or Section 6.03(iv)) if such Unrestricted Subsidiary had been a Restricted Subsidiary at the time of incurrence of such Indebtedness or Liens. Upon any such RS Designation with respect to an Unrestricted Subsidiary (i) the Parent, CCI, the Borrower and the other Restricted Subsidiaries shall be deemed to have received a return of their Investment in such Unrestricted Subsidiary equal to the lesser of (x) the amount of such Investment immediately prior to such designationRS Designation and (y) the fair market value (as reasonably determined by the Parent) of the net assets of such Subsidiary at the time of such RS Designation and (ii) the Parent, the Borrower delivers and the other Restricted Subsidiaries shall be deemed to have a certificate permanent Investment in an Unrestricted Subsidiary equal to the Lenders certifying excess, if positive, of the amount referred to in clause (ai)(x) above over the names amount referred to in clause (i)(y) above. (c) Neither the Parent, CCI, the Borrower nor any other Restricted Subsidiary shall at any time (x) provide a Guarantee of any Indebtedness of any Unrestricted Subsidiary, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause such Subsidiary Indebtedness or the payment thereof to be accelerated, payable or subject to repurchase prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of an Unrestricted Subsidiary, except in the case of clause (x) or (y) to the extent permitted under Section 6.01 and all of its subsidiaries, and Section 6.06 hereof. Except as provided in clause (b) that above, each Designation shall be irrevocable, and no Unrestricted Subsidiary may become a Restricted Subsidiary, be merged with or into the Parent, CCI, the Borrower or any other Restricted Subsidiary or liquidate into or transfer substantially all requirements of this Section have been met for such designationits assets to the Parent, CCI, the Borrower or any other Restricted Subsidiary.

Designation of Unrestricted Subsidiaries. (a) The Borrower will not designate any Subsidiary as an Unrestricted Subsidiary, unless: (i) neither such Subsidiary nor any of its subsidiaries Subsidiaries has any Indebtedness Debt except Non-Recourse Debt; (ii) neither such Subsidiary nor any of its subsidiaries Subsidiaries is a party to any agreement, arrangement, understanding or other transaction with the Borrower or any Restricted Subsidiary, except those agreements and other transactions entered into in writing in the ordinary course of business at prices and on terms and conditions Subsidiary not less favorable to the Borrower and each Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third partiespermitted under Section 7.09; (iii) neither such Subsidiary nor any of its subsidiaries Subsidiaries is a Guarantor Subsidiary or has any outstanding Letter of Credit issued for its accountGuarantor; (iv) neither such Subsidiary nor any of its Subsidiaries owns any Mineral Interests included in the Borrowing Base in effect at the time of such designation; (v) at the time of such designation and immediately after giving effect thereto, no Borrowing Base Deficiency shall exist and no Default shall have occurred and be continuing; (vvi) at the time of such designation and immediately after giving effect thereto, the Borrower would have been in compliance with Sections 6.04 (a), (bSection 7.13(b) and (c) on the last day of the most recently ended fiscal quarter Fiscal Quarter of the Borrower had such Subsidiary been an Unrestricted Subsidiary on such day; (vivii) neither such Subsidiary nor any of its subsidiaries Subsidiaries owns any Indebtedness Debt or Equity Interest of, or is the beneficiary of any Lien on any property of, the Borrower or any Restricted Subsidiary; and; (viiviii) at or immediately prior to promptly upon such designation, the Borrower delivers a certificate to the Lenders Lender certifying (aA) the names of such Subsidiary and all of its subsidiariesSubsidiaries, and (bB) that all applicable requirements of this Section 7.15 have been met for such designation; and (ix) the Investment represented by such designation is permitted under Section 7.08(i). (b) If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Debt of such Subsidiary shall be deemed to be incurred as of such date. (c) The Borrower will not permit any Unrestricted Subsidiary to acquire or create any Subsidiary of such Unrestricted Subsidiary unless such Subsidiary is designated as an Unrestricted Subsidiary in accordance with this Section 7.15; provided that clauses (vi) and (ix) of Section 7.15(a) shall not be conditions to such designation. (d) In the case of any designation by the Borrower of a Person as an Unrestricted Subsidiary on the first day that such Person is a Subsidiary of the Borrower in accordance with the provisions of this Agreement, such designation shall be deemed to have occurred for all purposes of this Agreement simultaneously with, and automatically upon, such person becoming a Subsidiary of the Borrower. (e) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, after giving effect to such designation, (i) no Default would exist, (ii) at the time of such designation and immediately after giving effect thereto, the Borrower would have been in compliance with Section 7.13(b) and (c) on the last day of the most recently ended Fiscal Quarter of the Borrower had such Subsidiary been a Restricted Subsidiary on such day and (iii) the Borrower complies with the requirements of Sections 6.14, 6.15 and 6.16.

Designation of Unrestricted Subsidiaries. The Borrower Company ----------------------------------------- will not designate any Subsidiary (other than a newly created Subsidiary in which no investment has previously been made) as an "Unrestricted Subsidiary, ") under this agreement (a "Designation") unless: (i) neither such Subsidiary nor any no Event of its subsidiaries has any Indebtedness except Non-Recourse Debt; (ii) neither such Subsidiary nor any of its subsidiaries is a party to any agreement, arrangement, understanding or other transaction with the Borrower or any Restricted Subsidiary, except those agreements and other transactions entered into in writing in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower and each Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; (iii) neither such Subsidiary nor any of its subsidiaries is a Guarantor Subsidiary or has any outstanding Letter of Credit issued for its account; (iv) at the time of such designation and immediately after giving effect thereto, no Default shall have occurred and be continuingcontinuing at the time of or after giving effect to such Designation; (vii) after giving effect to such Designation, the Borrower Company would have been be in compliance with Sections 6.04 (a), (b) and (c) each of the covenants set forth in Section 6.12 calculated on a pro forma basis as if such Designation had occurred immediately prior to the last first day of the period of four consecutive fiscal quarters most recently ended fiscal quarter in respect of which financial statements have been delivered by the Borrower had such Subsidiary been an Unrestricted Subsidiary on such day; Company pursuant to Section 5.01(a) or (vi) neither such Subsidiary nor any of its subsidiaries owns any Indebtedness or Equity Interest of, or is the beneficiary of any Lien on any property of, the Borrower or any Restricted Subsidiaryb); and (viiiii) the Company has delivered to the Agent (x) written notice of such Designation and (y) a certificate, dated the effective date of such Designation, of an Executive Officer stating that no Event of Default has occurred and is continuing and setting forth reasonably detailed calculations demonstrating pro forma compliance with Section 6.12 in accordance with paragraph (ii) above. Neither the Company nor any Restricted Subsidiary shall at any time (x) provide a Guarantee of any Indebtedness of any Unrestricted Subsidiary, (y) be directly or immediately indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause such Indebtedness or the payment thereof to be accelerated, payable or subject to repurchase prior to such designationits final scheduled maturity) upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of an Unrestricted Subsidiary, except in the Borrower delivers a certificate case of clause (x) or (y) to the Lenders certifying (a) the names of such Subsidiary extent permitted under Section 6.01 and all of its subsidiariesSection 6.04 hereof. Each Designation shall be irrevocable, and (b) that no Unrestricted Subsidiary may become a Restricted Subsidiary, be merged with or into the Company or a Restricted Subsidiary or liquidate into or transfer substantially all requirements of this Section have been met for such designationits assets to the Company or a Restricted Subsidiary.

Designation of Unrestricted Subsidiaries. (a) The Borrower will not Company may designate any Subsidiary of the Company as an Unrestricted Subsidiary, unlessSubsidiary under this Agreement (a "Designation") only if: (i) neither no Default shall have occurred and be continuing at the time of or after giving effect to such Designation; and (ii) the Company would be permitted to make, at the time of such Designation, (A) a Permitted Investment or (B) an Investment pursuant to Section 4.07(a) hereof, in either case, in an amount (the "Designation Amount") equal to the Fair Market Value of the Company's proportionate interest in such Subsidiary nor any of its subsidiaries on such date. (b) No Subsidiary shall be Designated as an "Unrestricted Subsidiary" unless such Subsidiary: (i) has any no Indebtedness except other than Non-Recourse Debt; (ii) neither such Subsidiary nor any of its subsidiaries is a not party to any agreement, arrangementcontract, arrangement or understanding or other transaction with the Borrower Company or any Restricted Subsidiary unless the terms of the agreement, contract, arrangement or understanding are no less favorable to the Company or the Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates; (iii) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve the Person's financial condition or to cause the Person to achieve any specified levels of operating results; and (iv) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary, except those agreements and other transactions entered into in writing in for any guarantee given solely to support the ordinary course pledge by the Company or any Restricted Subsidiary of business at prices and on terms and conditions the Equity Interests of such Unrestricted Subsidiary, which guarantee is not less favorable recourse to the Borrower Company or any Restricted Subsidiary, and each except to the extent the amount thereof constitutes a Restricted Payment permitted under Section 4.07 hereof. (c) If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary than could as of the date and, if the Indebtedness is not permitted to be obtained on an arm’s-length basis from unrelated third parties;incurred under Section 4.09 hereof or the Lien is not permitted under Section 4.12 hereof, the Company shall be in default of the applicable covenant. (iiid) neither such The Company may redesignate an Unrestricted Subsidiary nor any of its subsidiaries is as a Guarantor Restricted Subsidiary or has any outstanding Letter of Credit issued for its account;(a "Redesignation") only if: (ivi) at the time of such designation and immediately after giving effect thereto, no Default shall have occurred and be continuing; (v) continuing at the Borrower would have been in compliance with Sections 6.04 (a), (b) time of and (c) on the last day of the most recently ended fiscal quarter of the Borrower had after giving effect to such Subsidiary been an Unrestricted Subsidiary on such day; (vi) neither such Subsidiary nor any of its subsidiaries owns any Indebtedness or Equity Interest of, or is the beneficiary of any Lien on any property of, the Borrower or any Restricted SubsidiaryRedesignation; and (viiii) all Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately following such Redesignation would, if incurred or made at such time, have been permitted to be incurred or immediately prior to such designationmade for all purposes of this Agreement. All Designations and Redesignations must be evidenced by resolutions of the Board of Directors of the Company, the Borrower delivers a certificate delivered to the Lenders Trustee certifying (a) compliance with the names of such Subsidiary and all of its subsidiaries, and (b) that all requirements of this Section have been met for such designationforegoing provisions.

Designation of Unrestricted Subsidiaries. (a) The Borrower will may not designate any Restricted Subsidiary as an Unrestricted Subsidiary, unlessSubsidiary and may hereafter designate any other Subsidiary as an Unrestricted Subsidiary under this Agreement (a "Designation") only if: (i) neither such Subsidiary nor does not own any Capital Stock of its subsidiaries has any Indebtedness except Non-Recourse DebtRestricted Subsidiary; (ii) neither such Subsidiary nor any no Event of its subsidiaries is a party to any agreement, arrangement, understanding or other transaction with the Borrower or any Restricted Subsidiary, except those agreements and other transactions entered into in writing in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower and each Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; (iii) neither such Subsidiary nor any of its subsidiaries is a Guarantor Subsidiary or has any outstanding Letter of Credit issued for its account; (iv) at the time of such designation and immediately after giving effect thereto, no Default shall have occurred and be continuingcontinuing at the time of or after giving effect to such Designation; (viii) the Borrower would have been after giving effect to such Designation and any related Investment to be made in compliance with Sections 6.04 (a), (b) and (c) on the last day of the most recently ended fiscal quarter of the Borrower had such designated Subsidiary been an Unrestricted Subsidiary on such day; (vi) neither such Subsidiary nor any of its subsidiaries owns any Indebtedness or Equity Interest of, or is the beneficiary of any Lien on any property of, by the Borrower or any Restricted Subsidiary (which shall in any event include the existing Investment in such Subsidiary at the time it is designated as an Unrestricted Subsidiary), (A) any such existing Investment and related Investment would comply with Section 6.06 and (B) the Borrower would be in compliance with each of the covenants set forth in Sections 6.13, 6.14, 6.16, 6.17 and 6.18 calculated on a pro forma basis as if such Designation and Investment had occurred immediately prior to the first day of the period of four consecutive fiscal quarters most recently ended in respect of which financial statements have been delivered by the Borrower pursuant to Section 5.01(a) or (b); and (viiiv) the Borrower has delivered to the Administrative Agent (x) written notice of such Designation and (y) a certificate, dated the effective date of such Designation, of a Financial Officer stating that no Event of Default has occurred and is continuing and setting forth reasonably detailed calculations demonstrating pro forma compliance with Sections 6.13, 6.14, 6.16, 6.17 and 6.18 in accordance with paragraph (iii) above. (b) The Borrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary under this Agreement (an "RS Designation") only if: (i) such Subsidiary is predominantly engaged in one or more Telecommunications Businesses; (ii) no Event of Default shall have occurred and be continuing at the time of or after giving effect to such RS Designation, and after giving effect thereto, the Borrower would be in compliance with each of the covenants set forth in Sections 6.13, 6.14, 6.16, 6.17 and 6.18 calculated on a pro forma basis as if such RS Designation had occurred immediately prior to the first day of the period of four consecutive fiscal quarters most recently ended in respect of which financial statements have been delivered by the Borrower pursuant to Section 5.01(a) or (b); and (iii) all Liens on assets of such Unrestricted Subsidiary and all Indebtedness of such Unrestricted Subsidiary outstanding immediately following the RS Designation would, if initially incurred at such time, have been permitted to be incurred pursuant to Sections 6.02 and 6.03 without reliance on Section 6.02(v) or Section 6.03(iv). Upon any such RS Designation with respect to an Unrestricted Subsidiary (i) the Borrower and the Restricted Subsidiaries shall be deemed to have received a return of their Investment in such Unrestricted Subsidiary equal to the lesser of (x) the amount of such Investment immediately prior to such designation, the Borrower delivers a certificate to the Lenders certifying RS Designation and (ay) the names fair market value (as reasonably determined by the Borrower) of the net assets of such Subsidiary and all at the time of its subsidiaries, such RS Designation and (bii) that all requirements the Borrower and the Restricted Subsidiaries shall be deemed to have a permanent Investment in an Unrestricted Subsidiary equal to the excess, if positive, of this Section have been met for such designationthe amount referred to in clause (i)(x) above over the amount referred to in clause (i)(y) above.

Designation of Unrestricted Subsidiaries. The Company may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Payment Conditions shall be satisfied on a pro forma basis, (iii) in the case of any Borrower will not designate designated as an Unrestricted Subsidiary, all Loans outstanding to such Borrower shall be repaid in full, (iv) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, unless: such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in such Subsidiary), and such Investment shall be permitted under Section 10.05, (v) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the Senior Notes Indenture, (II) the ABL Credit Facility or (III) any other debt instrument of the Company or its Restricted Subsidiaries, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (vi) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vii) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary, (viii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Company or any Restricted Subsidiary or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary except as permitted by Section 10.05 and (ix) the Company shall have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) neither such Subsidiary nor any of its subsidiaries has any Indebtedness except Non-Recourse Debt; through (vii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clause (ii) neither such ). The designation of any Unrestricted Subsidiary nor any of its subsidiaries is as a party to any agreement, arrangement, understanding or other transaction with the Borrower or any Restricted Subsidiary, except those agreements and other transactions entered into in writing in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower and each Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; shall constitute (iiiA) neither such Subsidiary nor any of its subsidiaries is a Guarantor Subsidiary or has any outstanding Letter of Credit issued for its account; (iv) the incurrence at the time of such designation and immediately after giving effect theretoof any Investment, no Default shall have occurred and be continuing; (v) the Borrower would have been in compliance with Sections 6.04 (a), (b) and (c) on the last day of the most recently ended fiscal quarter of the Borrower had such Subsidiary been an Unrestricted Subsidiary on such day; (vi) neither such Subsidiary nor any of its subsidiaries owns any Indebtedness or Equity Interest of, or is the beneficiary of any Lien on any property of, the Borrower or any Restricted Subsidiary; and (vii) at or immediately prior to such designation, the Borrower delivers a certificate to the Lenders certifying (a) the names Liens of such Subsidiary and all of its subsidiaries, existing at such time and (bB) that all requirements a return on any Investment by the Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of this Section have been met for such designationdesignation of the Company’s Investment in such Subsidiary.

Designation of Unrestricted Subsidiaries. (i) The Borrower will not Board of Directors of MLP Parent may designate any Restricted Subsidiary as of MLP Parent to be an Unrestricted Subsidiary, unless:and may designate any Unrestricted Subsidiary that is an MLP Subsidiary as an Exclusive Entity, if (but only if): (iA) neither any Restricted Subsidiary designated as an Unrestricted Subsidiary shall comply with all requirements contained in the definition of the term “Unrestricted Subsidiary” and shall concurrently also be designated as (and 4161-8074-0173.23 ​ ​ ​ thereupon shall become) an “Unrestricted Subsidiary” pursuant to (and as defined by) each of the Senior Notes Indentures, the Senior Secured Notes Indenture and the ABL Credit Documents; (B) both immediately before and after giving effect to any such Subsidiary nor designation (and any deemed Investment resulting from such designation on a pro forma basis), no Default or Event of its subsidiaries Default has any Indebtedness except Non-Recourse Debtthen occurred and is continuing or would result therefrom; (C) such designation is made in accordance with the terms of the ABL Credit Agreement; and (D) all Investments deemed to exist or to have resulted from such designation pursuant to this Agreement are permitted by this Agreement as of the effective date of such designation. (ii) neither such Unless designated as an Unrestricted Subsidiary nor in compliance with this Section 15.6, any Person that becomes a Subsidiary of a Company Entity or any of its subsidiaries is Restricted Subsidiaries shall be classified as a party to any agreement, arrangement, understanding or other transaction with the Borrower or any Restricted Subsidiary, except those agreements and other transactions entered into in writing in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower and each Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties;. (iii) neither such Subsidiary nor any of its subsidiaries is a Guarantor Subsidiary or has any outstanding Letter of Credit issued for its account; (iv) at Notwithstanding the time of such designation and immediately after giving effect theretoforegoing, no Default Transaction Party shall have occurred and be continuing; (v) the Borrower would have been in compliance with Sections 6.04 (a), (b) and (c) on the last day of the most recently ended fiscal quarter of the Borrower had such Subsidiary been an Unrestricted Subsidiary on such day; (vi) neither such Subsidiary nor any of its subsidiaries owns any Indebtedness or Equity Interest of, or is the beneficiary of any Lien on any property of, the Borrower or any Restricted Subsidiary; and (vii) at or immediately prior to such designation, the Borrower delivers a certificate to the Lenders certifying (a) the names of such Subsidiary and all of its subsidiaries, and (b) that all requirements of this Section have been met for such designation.

Designation of Unrestricted Subsidiaries. (a) The Borrower will not designate any Subsidiary as an Unrestricted Subsidiary, unless: (i) neither such Subsidiary nor any of its subsidiaries Subsidiaries has any Indebtedness Debt except Non-Recourse Debt; (ii) neither such Subsidiary nor any of its subsidiaries Subsidiaries is a party to any agreement, arrangement, understanding or other transaction with the Borrower or any Restricted Subsidiary, except those agreements and other transactions entered into in writing in the ordinary course of business at prices and on terms and conditions Subsidiary not less favorable to the Borrower and each Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third partiespermitted under Section 7.09; (iii) neither such Subsidiary nor any of its subsidiaries Subsidiaries is a Guarantor Subsidiary or has any outstanding Letter of Credit issued for its account; (iv) neither such Subsidiary nor any of its Subsidiaries owns any Mineral Interests included in the Borrowing Base in effect at the time of such designation; (v) at the time of such designation and immediately after giving effect thereto, no Borrowing Base Deficiency shall exist and no Default shall have occurred and be continuing; (vvi) at the time of such designation and immediately after giving effect thereto, the Borrower would have been in compliance with Sections 6.04 (a), (bSection 7.13(b) and (c) on the last day of the most recently ended fiscal quarter Fiscal Quarter of the Borrower had such Subsidiary been an Unrestricted Subsidiary on such day; (vivii) neither such Subsidiary nor any of its subsidiaries Subsidiaries owns any Indebtedness Debt or Equity Interest of, or is the beneficiary of any Lien on any property of, the Borrower or any Restricted Subsidiary; and; (viiviii) at or immediately prior to promptly upon such designation, the Borrower delivers a certificate to the Lenders Administrative Agent certifying (aA) the names of such Subsidiary and all of its subsidiariesSubsidiaries, and (bB) that all applicable requirements of this Section 7.15 have been met for such designation; and (ix) the Investment represented by such designation is permitted under Section 7.08(i). (b) If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Debt of such Subsidiary shall be deemed to be incurred as of such date. (c) The Borrower will not permit any Unrestricted Subsidiary to acquire or create any Subsidiary of such Unrestricted Subsidiary unless such Subsidiary is designated as an Unrestricted Subsidiary in accordance with this Section 7.15; provided that clauses (vi) and (ix) of Section 7.15(a) shall not be conditions to such designation. (d) In the case of any designation by the Borrower of a Person as an Unrestricted Subsidiary on the first day that such Person is a Subsidiary of the Borrower in accordance with the provisions of this Agreement, such designation shall be deemed to have occurred for all purposes of this Agreement simultaneously with, and automatically upon, such person becoming a Subsidiary of the Borrower. (e) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if after giving effect to such designation, (i) the representations and warranties of the Borrower and its Restricted Subsidiaries contained in each of the Loan Documents are true and correct in all material respects on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) no Default would exist, (iii) at the time of such designation and immediately after giving effect thereto, the Borrower would have been in compliance with Section Error! Reference source not found. and (c) on the last day of the most recently ended Fiscal Quarter of the Borrower had such Subsidiary been an Restricted Subsidiary on such day and (iv) the Borrower complies with the requirements of Sections 6.14, 6.15 and 6.16.

Designation of Unrestricted Subsidiaries. (a) The Borrower will not designate any Subsidiary as an Unrestricted Subsidiary, unless: (i) neither such Subsidiary nor any of its subsidiaries has any Indebtedness except Non-Recourse been designated as an "Unrestricted Subsidiary" as that term is used in the Indenture governing the Permitted Subordinate Debt; (ii) neither such Subsidiary nor any of its subsidiaries Subsidiaries has any Debt except Non-Recourse Debt; (iii) neither such Subsidiary nor any of its Subsidiaries is a party to any agreement, arrangement, understanding or other transaction with the Borrower or any Restricted Subsidiary, except those agreements and other transactions entered into in writing in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower and each Restricted Subsidiary than could be obtained on an arm’sarm's-length basis from unrelated third parties; (iiiiv) neither such Subsidiary nor any of its subsidiaries Subsidiaries is a Guarantor Subsidiary or has any outstanding Letter of Credit issued for its account; (ivv) neither such Subsidiary nor any of its Subsidiaries owns any Mineral Interests included in the Borrowing Base in effect at the time of such designation; (vi) at the time of such designation and immediately after giving effect thereto, no Borrowing Base Deficiency shall exist and no Default shall have occurred and be continuing; (vvii) the Borrower would have been in compliance with Sections 6.04 (a), (b) and (cSection 7.13(b) on the last day of the most recently ended fiscal quarter Fiscal Quarter of the Borrower had such Subsidiary been an Unrestricted Subsidiary on such day; (viviii) neither such Subsidiary nor any of its subsidiaries Subsidiaries owns any Indebtedness Debt or Equity Interest of, or is the beneficiary of any Lien on any property of, the Borrower or any Restricted Subsidiary; and; (viiix) at or immediately prior to such designation, the Borrower delivers a certificate to the Lenders Administrative Agent certifying (aA) the names of such Subsidiary and all of its subsidiariesSubsidiaries, and (bB) that all requirements of this Section 7.15 have been met for such designation; and (x) the Investment represented by such designation is permitted under Section 7.08(h), Section 7.08(i) and/or Section 7.08(j). (b) If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Debt of such Subsidiary shall be deemed to be incurred as of such date. (c) The Borrower will not permit any Unrestricted Subsidiary to acquire or create any Subsidiary of such Unrestricted Subsidiary unless such Subsidiary is designated as an Unrestricted Subsidiary in accordance with this Section 7.15.

Designation of Unrestricted Subsidiaries. The Borrower will not Company may designate any Subsidiary of the Company as an "Unrestricted Subsidiary, unless:" under this Indenture (a "Designation") only if: ----------- (ia) neither such Subsidiary nor any no Default or Event of its subsidiaries has any Indebtedness except Non-Recourse Debt; (ii) neither such Subsidiary nor any of its subsidiaries is a party to any agreement, arrangement, understanding or other transaction with the Borrower or any Restricted Subsidiary, except those agreements and other transactions entered into in writing in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower and each Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; (iii) neither such Subsidiary nor any of its subsidiaries is a Guarantor Subsidiary or has any outstanding Letter of Credit issued for its account; (iv) at the time of such designation and immediately after giving effect thereto, no Default shall have occurred and be continuingcontinuing at the time of or after giving effect to such Designation; (v) the Borrower would have been in compliance with Sections 6.04 (a), (b) at the time of and (c) on after giving effect to such Designation, the last day Company could Incur $1.00 of additional Indebtedness under the Debt to Operating Cash Flow Ratio of the most recently ended fiscal quarter first paragraph of the Borrower had such Subsidiary been an Unrestricted Subsidiary on such day; (vi) neither such Subsidiary nor any of its subsidiaries owns any Indebtedness or Equity Interest of, or is the beneficiary of any Lien on any property of, the Borrower or any Restricted SubsidiarySection 4.04; and (viic) the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph of Section 4.06 in an amount (the "Designation Amount") equal to the Company's ------------------ proportionate interest in the Fair Market Value of such Subsidiary on such date; provided, however, that the condition set forth in this clause (c) -------- ------- shall not be applicable to the designation of a Subsidiary as an Unrestricted Subsidiary which is made as part of an Investment or immediately Permitted Strategic Investment made in accordance with clause (viii) or (ix) of the penultimate paragraph of Section 4.06. Neither the Company nor any Restricted Subsidiary shall at any time (x) provide credit support for, subject any of its property or assets (other than the Equity Interests of any Unrestricted Subsidiary) to the satisfaction of, or guarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to such designationits final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, except, in the Borrower delivers a certificate case of clause (x) or (y), to the Lenders certifying extent otherwise permitted under the terms of this Indenture, including, without limitation, pursuant to Sections 4.04 and 4.06. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation") if: ---------- (a) no Default or Event of Default shall have occurred and be continuing at the names time of and after giving effect to such Subsidiary and all of its subsidiaries, and Revocation; and (b) that all requirements Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Section have been met for such designationIndenture. All Designations and Revocations must be evidenced by resolutions of the Board of Directors of the Company, delivered to the Trustee certifying compliance with the foregoing provisions.

Designation of Unrestricted Subsidiaries. (a) The Borrower will not Company may designate after the Issue Date any Subsidiary of the Company (other than Systems) as an "Unrestricted Subsidiary, unless" under this Section 10.15 (a "Designation") only if: (i) neither such Subsidiary nor any no Default or Event of its subsidiaries has any Indebtedness except Non-Recourse Debt; (ii) neither such Subsidiary nor any of its subsidiaries is a party to any agreement, arrangement, understanding or other transaction with the Borrower or any Restricted Subsidiary, except those agreements and other transactions entered into in writing in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower and each Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; (iii) neither such Subsidiary nor any of its subsidiaries is a Guarantor Subsidiary or has any outstanding Letter of Credit issued for its account; (iv) at the time of such designation and immediately after giving effect thereto, no Default shall have occurred and be continuingcontinuing at the time of or after giving effect to such Designation; (vii) at the Borrower would have been time of and after giving effect to such Designation, Systems could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the proviso in compliance with Sections 6.04 (a), (b) and (c) on the last day of the most recently ended fiscal quarter of the Borrower had such Subsidiary been an Unrestricted Subsidiary on such day; (vi) neither such Subsidiary nor any of its subsidiaries owns any Indebtedness or Equity Interest of, or is the beneficiary of any Lien on any property of, the Borrower or any Restricted SubsidiarySection 10.12; and (viiiii) the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph or immediately subclause (iv) of the second paragraph of Section 10.16 in an amount (the "Designation Amount") equal to the Fair Market Value of the Company's proportionate interest of the Company and the Restricted Subsidiaries in such Subsidiary on such date. Notwithstanding the above, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary if such Subsidiary distributes, directly or indirectly, DIRECTV Services pursuant to an agreement with the NRTC or has any right, title or interest in the revenue or profits in, or holds any Lien in respect of, any such agreement. Neither the Company nor any Restricted Subsidiary shall at any time (x) provide credit support for, subject any of its property or assets (other than the Equity Interests of any Unrestricted Subsidiary) to the satisfaction of, or guarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary, or (z) be directly or indirectly liable for any Indebtedness that provides that the Holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to such designationits final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, except, in the Borrower delivers a certificate case of clause (x) or (y), to the Lenders certifying (a) extent otherwise permitted under the names terms of such Subsidiary this Indenture, including, without limitation, pursuant to Sections 10.16 and all of its subsidiaries, and 10.19. (b) that The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation") if: (i) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (ii) all requirements Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this Section have been met for such designationIndenture. All Designations and Revocations must be evidenced by a Board Resolution, delivered to the Trustee certifying compliance with the foregoing provisions.

Designation of Unrestricted Subsidiaries. (a) The Borrower will may not designate any Restricted Subsidiary that is a Loan Party (other than Earthking, Inc. and its subsidiaries) as an Unrestricted Subsidiary; provided, unlessthat the Borrower may designate any Subsidiary created or acquired after the Restatement Closing Date as an Unrestricted Subsidiary under this Agreement (a "Designation") only if: (i) neither such Subsidiary nor does not own any capital stock or other equity interests of its subsidiaries has any Indebtedness except Non-Recourse DebtRestricted Subsidiary; (ii) neither no Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (iii) after giving effect to such Designation and any related investment to be made in such designated Subsidiary nor any of its subsidiaries is a party to any agreement, arrangement, understanding or other transaction with by the Borrower or any Restricted Subsidiary, except those agreements and other transactions entered into in writing in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower and the Restricted Subsidiaries would be in compliance with Section 6.04 and with each Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; (iii) neither such Subsidiary nor any of its subsidiaries is a Guarantor Subsidiary or has any outstanding Letter of Credit issued for its account;the covenants set forth in Sections 6.11, 6.12 and 6.13; and (iv) at the time Borrower has delivered to the Administrative Agent (x) written notice of such designation Designation and immediately after giving effect thereto(y) a certificate, dated the effective date of such Designation, of a Financial Officer certifying compliance with the conditions set forth in subclause (iii) above and setting forth reasonably detailed calculations demonstrating such compliance. (b) The Borrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary under this Agreement (an "RS Designation") only if: (i) no Event of Default shall have occurred and be continuingcontinuing at the time of or after giving effect to such RS Designation, and after giving effect thereto, the Borrower would be in compliance with each of the covenants set forth in Sections 6.11, 6.12 and 6.13; (vii) all Liens on assets of such Unrestricted Subsidiary and all Indebtedness of such Unrestricted Subsidiary outstanding immediately following the Borrower would RS Designation would, if initially incurred at such time, have been in compliance with permitted to be incurred pursuant to Sections 6.04 (a)6.01 and 6.02, (b) and (c) on the last day of the most recently ended fiscal quarter of the Borrower had such Subsidiary been an Unrestricted Subsidiary on such dayrespectively; (viiii) neither such Subsidiary nor any designation would meet the applicable criteria of its subsidiaries owns any Indebtedness or Equity Interest of, or is the beneficiary of any Lien on any property of, term"Permitted Acquisition" were the Borrower or any Restricted Subsidiaryacquiring 100% of the capital stock of such Unrestricted Subsidiary at such time; and (viiiv) at or the Borrower has delivered to the Administrative Agent (x) written notice of such RS Designation and (y) a certificate, dated the effective date of such RS Designation, of a Financial Officer certifying compliance with the conditions set forth in subclause (iii) above and setting forth reasonably detailed calculations demonstrating such compliance. (c) Upon any such RS Designation with respect to an Unrestricted Subsidiary (i) the Borrower and the Restricted Subsidiaries shall be deemed to have received a return of their investment in such Unrestricted Subsidiary equal to the lesser of (x) the amount of such Investment immediately prior to such designation, the Borrower delivers a certificate to the Lenders certifying RS Designation and (ay) the names fair market value (as reasonably determined by the Borrower) of the net assets of such Subsidiary at the time of such RS Designation and all (ii) for purposes of Section 6.04(l) the Borrower and the Restricted Subsidiaries shall be deemed to have maintained an investment in an Unrestricted Subsidiary equal to the excess, if positive, of the amount referred to in clause (i)(x) above over the amount referred to in clause (i)(y) above. (d) Neither the Borrower nor any Restricted Subsidiary shall at any time (x) provide a Guarantee of any Indebtedness of any Unrestricted Subsidiary, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause such Indebtedness or the payment thereof to be accelerated, payable or subject to repurchase prior to its subsidiariesfinal scheduled maturity) upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of an Unrestricted Subsidiary, except in the case of clause (x) or (y) to the extent permitted under Section 6.01 and Section 6.04 hereof. Except as provided in paragraph (c) above, each Designation shall be irrevocable, and (b) that no Unrestricted Subsidiary may become a Restricted Subsidiary, be merged with or into the Borrower or a Restricted Subsidiary or liquidate into or transfer substantially all requirements of this Section have been met for such designationits assets to the Borrower or a Restricted Subsidiary.