Common use of Excluded Subsidiaries Clause in Contracts

Excluded Subsidiaries. (a) The Borrower will not permit any Excluded Subsidiary to (i) own or hold any Lien on any property of the Borrower or any Subsidiary Loan Party, (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party. (b) Each Excluded Subsidiary shall be a Person with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) If, at any time, any Excluded Subsidiary fails to meet the requirements set forth in paragraphs (a) and (b) of this Section, such Subsidiary shall thereafter cease to be an Excluded Subsidiary for purposes of this Agreement and, as of such date, (i) any Indebtedness of such Subsidiary shall be deemed to be incurred by a Subsidiary Loan Party, (ii) any Liens on the property of such Subsidiary shall be deemed to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of such date (and, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist pursuant to this Agreement, the Borrower shall be in default hereunder) and (iv) the Borrower shall promptly comply with the requirements of Section 5.12 and 5.13 with respect to such Subsidiary.

Excluded Subsidiaries. (a) The Borrower will not permit any Company shall sell, transfer or otherwise divest itself of all interests in the Excluded Subsidiary Subsidiaries in a transaction that is negotiated on an arm’s length basis, is on terms and conditions that the Company reasonably believes are no less favorable to (i) own or hold any Lien the Company than those that would have been obtained on any property of the Borrower or any Subsidiary Loan Party, (ii) incur any Indebtedness an arm’s length basis from a third party that is not Non-Recourse Debta Related Party (the “Divestiture”), (iii) enter into any agreement, contract, arrangement or understanding with as soon as reasonably practicable after the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests Closing Date and following the Divestiture shall have no interest in, or have obligations with respect to, any of the assets or liabilities of the Excluded Subsidiaries or the businesses thereof. The Company shall not incur, or be subject to, any expense or liability in connection with the Divestiture. As of the date hereof and at all times thereafter, no Excluded Subsidiary (while it remains a Subsidiary) (A) shall employ any employees, (B) shall engage in any business operations or other activities, or (C) except for the Permitted Insurance Sub Accounts and the Permitted Insurance Sub Funds, shall have, or be authorized to maintain, any bank account, brokerage account or other account with any financial institution, or possess any cash or have, or be authorized to have, any other investments inmeans to acquire cash or to use or spend cash or credit or lease, own or otherwise possess any properties or assets (other than the Borrower insurance licenses held as of the date hereof). At no time prior to the Divestiture shall any additional monies or any Subsidiary Loan Party. (b) Each Excluded Subsidiary funds shall be a Person with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct deposited, or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) If, at any time, any Excluded Subsidiary fails to meet the requirements set forth in paragraphs (a) and (b) of this Section, such Subsidiary shall thereafter cease to be an Excluded Subsidiary for purposes of this Agreement and, as of such date, (i) any Indebtedness of such Subsidiary shall be deemed to be incurred by a Subsidiary Loan Party, (ii) any Liens on the property of such Subsidiary shall be deemed to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of such date (and, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist pursuant to deposited, into the Permitted Insurance Sub Account. As used in this Agreement, the Borrower shall be “Permitted Insurance Sub Accounts” means the bank accounts of the Excluded Subsidiaries listed on Schedule 3(u) as each such account exists as of the date of this Agreement; and “Permitted Insurance Sub Funds” means funds in default hereunder) and (iv) the Borrower shall promptly comply with Permitted Insurance Sub Accounts necessary to capitalize the requirements Excluded Subsidiaries for purposes of Section 5.12 and 5.13 with respect to such Subsidiarymaintaining their insurance license, in an amount not in excess of $135,000.

Excluded Subsidiaries. It will ensure that, as at the end of each Financial Quarter (on the basis of the four Financial Quarters then ended with respect to EBITDA), the combined assets and EBITDA of the Excluded Subsidiaries (calculated on a combined basis) shall comprise 10% or less of the consolidated assets and EBITDA, as the case may be, of the Borrower, the Consolidated Subsidiaries and the Excluded Subsidiaries (calculated on a consolidated basis). In this regard, the Borrower may from time to time designate any Consolidated Subsidiary as an Excluded Subsidiary, or designate any Excluded Subsidiary as a Consolidated Subsidiary, by delivering to the Administrative Agent a written request for such designation; provided that: (a) The Borrower will not permit any no Material Subsidiary may be designated as an Excluded Subsidiary to (i) own or hold any Lien on any property of the Borrower or any Subsidiary Loan Party, (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party.Subsidiary; (b) Each in the case of a designation of a Consolidated Subsidiary as an Excluded Subsidiary shall be a Person with respect to which neither Subsidiary, the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except shall also deliver to the extent permitted by Section 6.04, otherwise guarantee performance Administrative Agent a certificate of a Senior Officer of the Borrower (and such other evidence as the Administrative Agent shall reasonably request) to the effect that such designation would not have caused the Borrower to be in default of this section 8.1(11) or payment section 8.2(3) at the end of any obligations of the immediately preceding Financial Quarter on a pro forma basis having regard to such Person.designation; (c) If, at any time, any Excluded in the case of a designation of a Consolidated Subsidiary fails to meet the requirements set forth in paragraphs (a) and (b) of this Section, such Subsidiary shall thereafter cease to be as an Excluded Subsidiary for purposes in order to achieve compliance with section 8.2(3) as determined at the end of this Agreement anda Financial Quarter, as such subsidiary shall be deemed to have been an Excluded Subsidiary throughout such Financial Quarter if such designation is completed at any time during such Financial Quarter or within 15 Business Days of the end of such dateFinancial Quarter; and (d) in the case of a designation of an Excluded Subsidiary as a Consolidated Subsidiary in order to achieve compliance with this section 8.1(11) or section 8.2(3) as determined at the end of a Financial Quarter, (i) any Indebtedness of such Excluded Subsidiary shall be deemed to be incurred by have been a Consolidated Subsidiary Loan Party, (ii) throughout such Financial Quarter if such designation is completed at any Liens on time during such Financial Quarter or within 15 Business Days of the property end of such Subsidiary shall be deemed to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of such date (and, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist pursuant to this Agreement, the Borrower shall be in default hereunder) and (iv) the Borrower shall promptly comply with the requirements of Section 5.12 and 5.13 with respect to such SubsidiaryFinancial Quarter.

Excluded Subsidiaries. The Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly, permit (a) The Borrower will not permit the combined gross revenue of all Excluded Subsidiaries for the period of four fiscal consecutive quarters most recently ended to exceed $5,000, (b) the combined total assets of the Excluded Subsidiaries at any time to be more than $5,000 or (c) any Excluded Subsidiary to (i) own own, or hold possess the right to use, any Lien on any property Intellectual Property or other assets that individually or in the aggregate are material to the business of the Borrower or and its Subsidiaries, taken as a whole. The Borrower may withdraw the designation of any Subsidiary Loan Party, (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party. (b) Each as an Excluded Subsidiary shall be at any time in a Person with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except written notice to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) Administrative Agent. If, at any time, any Excluded Subsidiary fails to meet the requirements set forth Borrower is not in paragraphs compliance with clauses (a) and through (c) above, unless the Borrower has notified the Administrative Agent in writing (1) within 10 Business Days after the date the Borrower is required to deliver financial statements for the applicable fiscal quarter or year pursuant to Section 5.04(a) or (b) (in the case of clause (a) of this SectionSection 6.15) or (2) within 10 Business Days of such occurrence (in the case of clause (b) or (c) of this Section 6.15) that such designation has been withdrawn for one or more Excluded Subsidiaries sufficient to comply with this Section 6.15, then such designation shall be deemed to have been withdrawn as to all such Subsidiaries (in the case of clause (a) or (b)) or the applicable Subsidiary (in the case of clause (c)) and each such Subsidiary as to which such designation is deemed to have been withdrawn shall thereafter cease thereupon be deemed to have ceased to be an Excluded Subsidiary. Any Subsidiary for purposes of this Agreement and, which such designation has been withdrawn or deemed withdrawn may not be re-designated as of such date, (i) any Indebtedness of such Subsidiary shall be deemed to be incurred by a Subsidiary Loan Party, (ii) any Liens on the property of such Subsidiary shall be deemed to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of such date (and, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist pursuant to this Agreement, the Borrower shall be in default hereunder) and (iv) the Borrower shall promptly comply with the requirements of Section 5.12 and 5.13 with respect to such an Excluded Subsidiary.

Excluded Subsidiaries. (a) The Borrower will not permit any Excluded Subsidiary to (i) own or hold any Lien on any property of In the Borrower or any Subsidiary Loan Party, (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party. (b) Each Excluded Subsidiary shall be a Person with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) Ifevent that, at any time, any Excluded Subsidiary fails to meet Subsidiaries have, in the requirements set forth in paragraphs (a) and (b) of this Section, such Subsidiary shall thereafter cease to be an Excluded Subsidiary for purposes of this Agreement and, as of such dateaggregate, (i) for any Indebtedness fiscal quarter (as reported pursuant to Section 8.01(a)), total Revenues constituting ten percent (10%) or more of the total Revenues of Borrower and its Subsidiaries on a consolidated basis for such period, or (ii) total assets constituting ten percent (10%) or more of the total assets of Borrower and its Subsidiaries on a consolidated basis as of the last day of any fiscal quarter (as reported pursuant to Section 8.01(a)), Obligors shall promptly (and, in any event, within thirty (30) days after such time) cause one or more of such Excluded Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such that, after such Excluded Subsidiaries become Subsidiary Guarantors, the other Excluded Subsidiaries that did not become Subsidiary Guarantors in the aggregate shall cease to have Revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above; provided, that, notwithstanding anything to the contrary herein, no Excluded Subsidiary shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole. For the purposes of this Section 8.12(b), the determination of whether a “material adverse tax consequence” shall be deemed to be incurred by result from any Excluded Subsidiary becoming a Subsidiary Loan Party, (ii) any Liens on the property of such Subsidiary Guarantor shall be deemed to be Liens on reasonably made by Borrower in good faith after consultation with its nationally recognized tax advisors and the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of such date (and, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist pursuant to this Agreement, the Borrower shall be in default hereunder) and (iv) the Borrower shall promptly comply with the requirements of Section 5.12 and 5.13 with respect to such SubsidiaryAdministrative Agent.

Excluded Subsidiaries. Permit (ai) The the consolidated gross revenues of all Excluded Subsidiaries at any time to be more than 5% of the consolidated gross revenues of the Borrower will not permit and its Subsidiaries at such time, (ii) the consolidated total assets of all Excluded Subsidiaries at any time to be more than 5% of the consolidated total assets of the Borrower and its Subsidiaries at such time, or (iii) any Excluded Subsidiary to (i) own own, or hold possess the right to use, any Lien on any property IP Rights or other assets that individually or in the aggregate are material to the business of the Borrower or any Subsidiary Loan Partyand its Subsidiaries, (ii) incur any Indebtedness that is not Non-Recourse Debttaken as a whole, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly any Excluded Subsidiary to receive or indirectly own generate any Indebtedness royalty revenue. The Borrower may withdraw the designation of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party. (b) Each as an Excluded Subsidiary shall be at any time in a Person with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except written notice to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) Administrative Agent. If, at any time, any Excluded Subsidiary fails the Borrower is not in compliance with clauses (i) through (iv) above, unless the Borrower has notified the Administrative Agent in writing within 10 Business Days after the date of delivery of the financial statements pursuant to meet the requirements set forth in paragraphs (aSection 6.01(a) and or (b) (in the case of this Section, such Subsidiary shall thereafter cease to be an Excluded Subsidiary for purposes of this Agreement and, as of such date, clause (i) any Indebtedness or (ii)) or within 10 Business Days of such Subsidiary occurrence (in the case of clause (iii) or (iv)) that such designation has been withdrawn for one or more Excluded Subsidiaries sufficient to comply with this Section 7.20, then such designation shall be deemed to be incurred by a Subsidiary Loan Party, have been withdrawn as to all such Subsidiaries (in the case of clause (i) or (ii)) any Liens on or the property applicable Subsidiary (in the case of clause (iii) or (iv)) and all such Subsidiary Subsidiaries as to which such designation is deemed to have been withdrawn shall thereupon no longer be deemed to be Liens on the property of a Excluded Subsidiaries. Any Subsidiary Loan Party, (iii) any investments in for which such Subsidiary shall designation has been withdrawn or deemed withdrawn may not be deemed to be investments in a Subsidiary Loan Party redesignated as of such date (and, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist pursuant to this Agreement, the Borrower shall be in default hereunder) and (iv) the Borrower shall promptly comply with the requirements of Section 5.12 and 5.13 with respect to such an Excluded Subsidiary.

Excluded Subsidiaries. A. The Company and the Borrower shall not permit, and shall not allow any other Loan Party to permit, at any time (ai) The Borrower will not permit any Excluded Subsidiary to (i) own or hold any Lien on any property of the Borrower or any Subsidiary Loan Party, (ii) incur have any Indebtedness that other than Indebtedness which is not Nonnon-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party. (b) Each Excluded Subsidiary shall be a Person with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except recourse to the extent Loan Parties (except as permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) If, at any time, any Excluded Subsidiary fails to meet the requirements set forth in paragraphs (a) and (b) of this Section, such Subsidiary shall thereafter cease to be an Excluded Subsidiary for purposes of this Agreement and, as of such date, (i) any Indebtedness of such Subsidiary shall be deemed to be incurred by a Subsidiary Loan Partyherein), (ii) any Liens on Excluded Subsidiary to acquire any assets from any Loan Party other than as permitted by the property provisions of such Subsidiary shall be deemed to be Liens on this Agreement, including the property of a Subsidiary Loan Partyprovisions described under subsection 7.3, (iii) any investments Excluded Subsidiary to own any equity interests in a Loan Party, or (iv) any Excluded Subsidiary to own or operate any Project (which shall not prohibit initial development of a Casino Operation Project to be located within an Other Resort Project being developed by such subsidiary to the extent permitted hereunder), or possess any material license, franchise or right used in connection with the ownership or operation of any part of any such Project (other than (x) the ownership, use or possession of any trademark, license or similar right that does not restrict the use of such trademark, license or similar right by the Loan Parties, and (y) derivative gaming or other rights under any Gaming License (including under the Gaming Sub-Concession Agreement), the loss of which by such Excluded Subsidiary could not reasonably be expected to have a Material Adverse Effect). B. No Loan Party shall purchase, own, operate or maintain an Excluded Casino except in accordance with the provisions set forth in this subsection 7.17B as follows: (i) the Company shall be permitted to acquire an ownership interest in the Excluded Casino from a Cotai Strip Excluded Subsidiary or an Additional Development Excluded Subsidiary for nominal consideration on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent, (ii) (x) the Company shall be permitted to own the gaming assets and other assets located in the Excluded Casino, so long as no Loan Party shall have any liability for the purchase price therefor and, for so long as the Excluded Subsidiary developing, constructing or operating the Excluded Casino Hotel Resort or Additional Development, as the case may be, in which such Excluded Casino is located remains an “Excluded Subsidiary”, neither the Collateral Agent, the Lenders nor any other Secured Party (in its capacity as such) shall have a security interest in the associated Excluded Casino Interest (or the related Excluded Bank Accounts), and (y) the Excluded Subsidiary may request the Company, and the Company shall be permitted to, gxxxx x xxxx on the Excluded Casino Interest (other than any Excluded Bank Account comprising a portion of such Excluded Casino Interest) in favor of the lender or the lenders under a Non-Recourse Financing so long as the beneficiary of such lien enters into agreements with the Company (including the related collateral documents) on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent (including, without limitation, an acknowledgment from the beneficiary of such lien that it shall have no recourse to any Loan Party (other than to the specific assets comprising the applicable Excluded Casino Interest), (iii) all revenue associated with the Excluded Casino shall be segregated from all other cash and revenue of the Loan Parties and shall (to the extent required hereunder) be deposited into Excluded Bank Accounts, (iv) a Loan Party may incur or otherwise become liable for liabilities or obligations associated with the ownership, operation or maintenance of the Excluded Casinos, including the liabilities associated with the land concession contract for the Site or other property on which any such Excluded Casino is located, the Excluded Subsidiaries or their respective operations, so long as (x) such obligations are owed to the Macau Gaming Authorities pursuant to the Gaming Sub-Concession Contract as a result of the operation of the associated Excluded Casino or (y) such obligations are associated with the operation of the Excluded Casino and, in accordance with applicable law, must be obligations or liabilities of the Company, in which case such obligations and liabilities shall be paid in accordance with clause (v) below and subsection 6.14 (it being understood any payments so made from assets of any Loan Party other than the Excluded Bank Accounts must be permitted by, and shall be deemed to utilize, a specific clause of subsection 7.3), (v) all expenses and other costs in respect of the ownership, operation and maintenance of the Excluded Casinos (and the assets located therein) required by applicable law to be investments paid by the Company shall be paid solely from the Excluded Bank Accounts; provided that to the extent that the proceeds in a the Excluded Bank Accounts are insufficient to fund such costs and expenses, the Excluded Subsidiaries shall be required (unless the Loan Parties are deemed to have made an Investment as permitted under subsection 6.14B(b) or the Loan Parties use funds under subsection 6.14(B(c)), in accordance with subsection 6.14B, to promptly make deposits into the Excluded Bank Accounts sufficient to cover all such costs and expenses and, without duplication, reimburse the Company for any such expenses and costs paid by the Loan Parties from sources other than the Excluded Bank Accounts prior to the time that any proceeds maintained in the Excluded Bank Accounts will be released to an Excluded Subsidiary in accordance with such subsection 6.14B, (vi) prior to the date the Company or any other Loan Party as could, under applicable law, be obligated or be held liable in respect of such date (andany obligations associated with an Excluded Casino, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist the applicable Excluded Subsidiary and the Company shall have entered into an “indemnity agreement” on terms and pursuant to this Agreementdocumentation reasonably satisfactory to the Administrative Agent which provides, among other things (A) the Borrower Company and the other Loan Parties with complete indemnity from such Excluded Subsidiary for any loss, claim or damage suffered by the Company or such Loan Party in connection with owning, operating or maintaining an Excluded Casino subject to customary and other reasonably appropriate exceptions, (B) an acknowledgment by such Excluded Subsidiary (on behalf of itself, its assignees and its lenders) that all funds in the Excluded Bank Accounts shall be used to satisfy all obligations and liabilities of the Company and the other Loan Parties in default hereunder) respect of owning, operating and maintaining such Excluded Casino prior to any funds being made available to such Excluded Subsidiary, and (ivC) an acknowledgment by such Excluded Subsidiary (on behalf of itself, its assignees and its lenders) that it shall not have any recourse to the Borrower shall promptly comply Company or any other Loan Party or any of their respective assets (other than to the Excluded Bank Accounts in accordance with the requirements preceding clause (B) or, solely in the case of Section 5.12 a Non-Recourse Financing, any Excluded Casino Interest pledged in favor of the lenders thereunder) for breach of contract, for failure of the Company or any other Loan Party to satisfy any obligation in respect of an Excluded Casino or otherwise, and (vii) all material arrangements between the Excluded Subsidiaries and 5.13 with respect the Company (or any other Loan Party) shall be on terms reasonably satisfactory to such Subsidiarythe Administrative Agent.

Excluded Subsidiaries. (a) The In the event the aggregate annual cash flow of all Excluded Subsidiaries exceeds $1,000,000.00 as of the end of any fiscal year of Borrower, Borrower will not permit any shall, by notice to Agent, designate an Excluded Subsidiary (or Excluded Subsidiaries as necessary) that will cease to qualify as an “Excluded Subsidiary” on the date Agent receives Borrower’s annual audited financial statements required by Section 7.1(a) and such Subsidiary (ior Subsidiaries) own shall comply with Section 8.18(c)(i) or hold any Lien on any property of the Borrower or any Subsidiary Loan Party, (ii) incur any Indebtedness below, as applicable, so that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments inafter giving effect thereto, the Borrower aggregate annual cash flow of all remaining Excluded Subsidiaries as of the end of such fiscal year was equal to or any Subsidiary Loan Partyless than $1,000,000.00. (ba) Each If an Excluded Subsidiary ceases to qualify as an “Excluded Subsidiary” (whether as a result of clause (a) above or for any other reason), such Subsidiary must comply with Section 8.18(c)(i) or (ii) below, as applicable. The date on which such Excluded Subsidiary ceases to qualify as an Excluded Subsidiary shall be a Person with respect herein referred to which neither as the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to “Cessation Date”. (i) subscribe for additional Equity InterestsIf such Subsidiary is a Domestic Subsidiary, within ten (ii10) maintain or preserve Business Days after the Cessation Date (unless such Person's financial condition or to cause such Person to achieve any specified levels of operating results or ten (iii10) except to the extent permitted Business Day time period is extended by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) If, at any time, any Excluded Subsidiary fails to meet the requirements set forth Agent in paragraphs (a) its Amended and (b) of this SectionRestated Credit Agreement v7 57 sole discretion), such Subsidiary shall thereafter cease (A) execute and deliver to be an Excluded Agent a Joinder to Guaranty Agreement, and (B) deliver to Agent its Organizational Documents and evidence of its authority to enter into such Joinder to Guaranty Agreement (each Joinder to Guaranty Agreement executed by a Domestic Subsidiary for purposes of this Agreement and, as of such date, pursuant to the preceding clause shall constitute a Loan Document); or (i) any Indebtedness if such Subsidiary is a Foreign Subsidiary, within ten (10) Business Days after the Cessation Date (unless such ten (10) Business Day time period is extended by Agent in its sole discretion), Borrower or the direct Domestic Subsidiary-owner of such Subsidiary shall be deemed (A) execute and deliver to be incurred by Agent a Subsidiary Loan PartyPledge Agreement granting Agent a Lien on sixty five percent (65%) of the ownership interests of such Foreign Subsidiary, (iiB) any Liens on the property deliver to Agent (I) such Foreign Subsidiary’s Organizational Documents and (II) evidence of such Subsidiary shall be deemed pledging party’s authority to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in enter into such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of such date (and, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist pursuant to this Pledge Agreement, the Borrower shall be in default hereunder) and (ivC) the Borrower shall promptly comply with the requirements deliver to Agent an opinion of Section 5.12 and 5.13 with respect legal counsel to such SubsidiaryForeign Subsidiary opinions covering such matters as may be reasonably requested by Agent.

Excluded Subsidiaries. The Borrower: (a) The will cause the management, business and affairs of each of the Borrower and its Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Excluded Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its Subsidiaries to be commingled) so that each Excluded Subsidiary will be treated as an entity separate and distinct from the Borrower and its Subsidiaries; (b) will cause each Excluded Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of any other Credit Party and (ii) to observe all corporate formalities; (c) will not, and will not permit any of its Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Excluded Subsidiaries except to the extent permitted by this Agreement; (d) will not, and will not permit any of its Subsidiaries to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or such Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Excluded Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Excluded Subsidiary to (i) own or hold any Lien on any property of the Borrower or any Subsidiary Loan Party, (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests Interest in, or have any other investments inDebt of, the Borrower or any Subsidiary Loan Partyof its Subsidiaries. (bee) Each Excluded Subsidiary shall be a Person Section 10.01(b) of the Credit Agreement is hereby amended to delete the reference to “4.0” and to replace it with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person“4.5”. (cff) If, at any time, any Excluded Subsidiary fails to meet the requirements set forth in paragraphs (a) and (bSection 10.01(c) of this Section, such Subsidiary shall thereafter cease the Credit Agreement is hereby amended and restated in its entirety to be an Excluded Subsidiary for purposes of this Agreement and, read as of such date, (i) any Indebtedness of such Subsidiary shall be deemed to be incurred by a Subsidiary Loan Party, (ii) any Liens on the property of such Subsidiary shall be deemed to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of such date (and, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist pursuant to this Agreement, the Borrower shall be in default hereunder) and (iv) the Borrower shall promptly comply with the requirements of Section 5.12 and 5.13 with respect to such Subsidiary.follows:

Excluded Subsidiaries. (a) The Parent Borrower will not permit may from time to time designate, by notice to the Administrative Agent, any Excluded Domestic Subsidiary to (ior any Person that is being formed or acquired and, upon formation or acquisition thereof, would become a Domestic Subsidiary) own or hold any Lien on any property of the Global Borrower or to be a Domestic Excluded Global Subsidiary; provided that (A) the Parent Borrower may not designate as a Domestic Excluded Global Subsidiary, (1) any Subsidiary Loan Party, (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party. (b) Each Excluded Subsidiary shall be a Person with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) If, at any time, any Excluded Subsidiary fails to meet the requirements set forth in paragraphs (a) and (b) of this Section, such Subsidiary shall thereafter cease to be an Excluded Subsidiary for purposes of this Agreement and, as of such date, (i) any Indebtedness of such Subsidiary shall be deemed to be incurred by a Subsidiary Loan Party, (ii) any Liens on the property of such Subsidiary shall be deemed to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of the Original Effective Date, (2) any Domestic Subsidiary that, prior to such date designation, was a Subsidiary Loan Party and shall have become a party to any of the Guarantee Agreement or any of the Security Documents, or (and3) any Domestic Subsidiary that has any Domestic Subsidiaries unless all such subsidiaries are designated as Domestic Excluded Global Subsidiaries in compliance with this Section, if (B) at the time of such Indebtedness, investments designation and after giving effect thereto (and after giving effect to the formation or Liens are not permitted to be incurred acquisition of any applicable Subsidiary that is being formed or to exist pursuant to this Agreementacquired), the representations set forth in Section 3.18 shall be true and correct and (C) the Parent Borrower shall be certify in default hereunderany such notice designating a Domestic Excluded Global Subsidiary that the conditions set forth in clauses (A) and (ivB) above are satisfied. (b) The Parent Borrower may from time to time designate, by notice to the Administrative Agent, that any Domestic Excluded Global Subsidiary shall cease to be a Domestic Excluded Global Subsidiary; provided that a Subsidiary of an Excluded Global Subsidiary may not be designated to cease to be a Domestic Excluded Global Subsidiary. In the event of any such designation, the Parent Borrower will comply with Section 5.12. (c) The Parent Borrower may from time to time designate, by notice to the Administrative Agent, any Domestic Mosaic Subsidiary (or any Person that is being formed or acquired and, upon formation or acquisition thereof, would become a Domestic Mosaic Subsidiary) to be an Excluded Mosaic Subsidiary; provided that (i) the Parent Borrower may not designate as an Excluded Mosaic Subsidiary, (A) any Subsidiary that is a Subsidiary Loan Party as of the Original Effective Date, (B) any Domestic Subsidiary that, prior to such designation, was a Subsidiary Loan Party and shall have become a party to any of the Guarantee Agreement or any of the Security Documents, or (C) any Domestic Subsidiary that has any Domestic Subsidiaries unless all such subsidiaries are designated as Excluded Mosaic Subsidiaries in compliance with this Section, (ii) at the time of such designation and after giving effect thereto (and after giving effect to the formation or acquisition of any applicable Subsidiary that is being formed or acquired), the representations set forth in Section 3.18 shall be true and correct and (iii) the Parent Borrower shall promptly certify in any such notice designating an Excluded Mosaic Subsidiary that the conditions set forth in clauses (i) and (ii) above are satisfied. (d) The Parent Borrower may from time to time designate, by notice to the Administrative Agent, that any Domestic Mosaic Subsidiary that is an Excluded Mosaic Subsidiary shall cease to be an Excluded Mosaic Subsidiary; provided that a Subsidiary of an Excluded Mosaic Subsidiary may not be designated to cease to be an Excluded Mosaic Subsidiary. In the event of any such designation, the Parent Borrower will comply with the requirements of Section 5.12 and 5.13 with respect to such Subsidiary5.12.

Excluded Subsidiaries. (a) The Borrower will not permit any Excluded Subsidiary Company may from time to (i) own or hold any Lien on any property of the Borrower or any Subsidiary Loan Partytime designate, (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party. (b) Each Excluded Subsidiary shall be a Person with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except notice to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) If, at any time, any Excluded Subsidiary fails to meet the requirements set forth in paragraphs (a) and (b) of this Section, such Subsidiary shall thereafter cease to be an Excluded Subsidiary for purposes of this Agreement and, as of such dateAgents, (i) any Indebtedness of such Domestic Subsidiary shall be deemed (or any Person that is being formed or acquired and, upon formation or acquisition thereof, would become a Domestic Subsidiary), other than a Phosphate Subsidiary, to be incurred by a Subsidiary Loan PartyDomestic Excluded Subsidiary, (ii) any Liens on the property of such Foreign Subsidiary shall be deemed (or any Person that is being formed or acquired and, upon formation or acquisition thereof, would become a Foreign Subsidiary), other than a Phosphate Subsidiary, to be Liens on the property of a Subsidiary Loan PartyForeign Excluded Subsidiary, (iii) any investments in such Domestic Phosphate Subsidiary shall be deemed (or any Person that is being formed or acquired and, upon formation or acquisition thereof, would become a Domestic Phosphate Subsidiary) to be investments in a Domestic Phosphate Excluded Subsidiary, or (iv) any Foreign Phosphate Subsidiary (or any Person that is being formed or acquired and, upon formation or acquisition thereof, would become a Foreign Phosphate Subsidiary) to be a Foreign Phosphate Excluded Subsidiary; PROVIDED that (A) the Company may not designate as an Excluded Subsidiary, (1) any Borrowing Subsidiary, (2) any Subsidiary that is a Subsidiary Loan Party as of the Effective Date, (3) any Domestic Subsidiary that, prior to such date designation, was a Subsidiary Loan Party and shall have become a party to any of the Guarantee Agreement or the Security Documents, (and4) any Domestic Subsidiary that has any subsidiaries unless all such subsidiaries are designated as Domestic Excluded Subsidiaries or Foreign Excluded Subsidiaries, if as applicable, (5) any Domestic Phosphate Subsidiary that has any subsidiaries unless all such Indebtednesssubsidiaries are designated as Domestic Phosphate Excluded Subsidiaries or Foreign Phosphate Excluded Subsidiaries, investments as applicable, or Liens are not permitted (6) any Domestic Subsidiary that owns, directly or indirectly, any Equity Interest in any Phosphate Subsidiary, (B) at the time of such designation and after giving effect thereto (and after giving effect to be incurred the formation or to exist pursuant to this Agreementacquisition of any applicable Subsidiary that is being formed or acquired), the Borrower representations set forth in Section 3.18 shall be true and correct and (C) the Company shall certify in default hereunderany such notice 105 designating an Excluded Subsidiary that the conditions set forth in clauses (A) and (ivB) above are satisfied. (b) The Company may from time to time designate, by notice to the Borrower Agents, that any Excluded Subsidiary shall promptly cease to be an Excluded Subsidiary; PROVIDED that a Subsidiary of an Excluded Subsidiary may not be designated to cease to be an Excluded Subsidiary. In the event of any such designation, the Company will comply with the requirements of Section 5.12 and 5.13 with respect to such Subsidiary5.12.

Excluded Subsidiaries. Collectively, (a) The Emmis International Corporation, an Indiana corporation, and Emmis Pledge Corporation, a Delaware corporation, and each of their respective subsidiaries provided that if such Persons have not been dissolved or merged into the Borrower will by March 15, 2001, they shall be Subsidiaries and shall join onto the Security Documents in the same manner as would be required if they were newly formed Subsidiaries pursuant to ss.10.15 hereof, (b) each subsidiary of Emmis International Broadcasting Corporation, (c) Game Warden Wildlife Magazine Journal, LLC, an Indiana limited liability company, Country Sampler Stores LLC, an Illinois limited liability company, (d) any other subsidiary formed or acquired by Emmis International Broadcasting Corporation following the date hereof which is not permit organized under the laws of the United States or any state or political subdivision of the United States provided that no such subsidiary shall be an Excluded Subsidiary to if it is a "Guarantor" under and as defined in the Subordinated Note Indenture and (ie) own any other subsidiary formed or hold any Lien on any property of acquired by the Borrower or any of its subsidiaries following the date hereof and designated as an Excluded Subsidiary Loan Party, by the Borrower upon prior written notice to the Administrative Agent provided that (i) after giving effect to such designation no Default of Event of Default is then continuing or is projected to occur under ss.12 and (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party. (b) Each Excluded Subsidiary such subsidiary shall be a Person with respect to which neither an "Unrestricted Subsidiary" under and as defined in the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve Subordinated Note Indenture and provided further that no such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) If, at any time, any Excluded Subsidiary fails to meet the requirements set forth in paragraphs (a) and (b) of this Section, such Subsidiary subsidiary shall thereafter cease to be an Excluded Subsidiary for purposes of this Agreement and, if it is a "Guarantor" under and as of such date, (i) any Indebtedness of such Subsidiary shall be deemed to be incurred by a Subsidiary Loan Party, (ii) any Liens on defined in the property of such Subsidiary shall be deemed to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of such date (and, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist pursuant to this Agreement, the Borrower shall be in default hereunder) and (iv) the Borrower shall promptly comply with the requirements of Section 5.12 and 5.13 with respect to such SubsidiarySubordinated Note Indenture.

Excluded Subsidiaries. (a) The Borrower will not permit If at any time the aggregate portion of net revenue attributable to all Excluded Subsidiary to (i) own or hold any Lien on any property Subsidiaries exceeds 2.5% of the net revenue of the Borrower and its Subsidiaries, on a consolidated basis, for any period of four consecutive Fiscal Quarters (determined as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(b) or Section 7.1(c) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 7.1(b) or Section 7.1(c), the most recent financial statements referred to in Section 5.6)), the Borrower shall designate sufficient Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8. If at any time the aggregate portion of total assets attributable to all Excluded Subsidiaries exceeds 2.5% of the consolidated total assets of the Borrower and its Subsidiaries for any period of four consecutive Fiscal Quarters (determined as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(b) or Section 7.1(c) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 7.1(b) or Section 7.1(c), the most recent financial statements referred to in Section 5.6)), the Borrower shall designate sufficient Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8. In addition, should an Excluded Subsidiary Loan Partycease to meet the criteria set forth in clauses (i), (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party. (b) Each Excluded Subsidiary shall be a Person with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except to of the extent permitted by Section 6.04definition thereof, otherwise guarantee performance or payment of any obligations of the Borrower shall designate such Person. (c) IfSubsidiary as a “Guarantor”, at any time, any Excluded Subsidiary fails to meet the requirements set forth in paragraphs (a) and (b) of this Section, such Subsidiary shall thereafter cease to be an Excluded Subsidiary for all purposes of this Agreement and, as of such date, (i) any Indebtedness of such Subsidiary shall constitute a Guarantor and be deemed subject to be incurred by a Subsidiary Loan Party, (ii) any Liens on the property of such Subsidiary shall be deemed to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of such date (and, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist pursuant to this Agreement, the Borrower shall be in default hereunder) and (iv) the Borrower shall promptly comply with the requirements provisions of Section 5.12 and 5.13 with respect to such Subsidiary7.8.

Excluded Subsidiaries. (a) The Borrower will not permit any Excluded A Subsidiary to that (i) own or hold any has Indebtedness outstanding secured by a Lien on its Real Estate, which Indebtedness was incurred (or assumed) in connection with such Subsidiary’s acquisition or improvement of such Real Estate (referred to hereinafter as “Mortgage Debt”) and (ii) is prohibited pursuant to the loan or other financing documents evidencing such Mortgage Debt from guaranteeing Indebtedness of other Persons (other than the Indebtedness of another Subsidiary that is an Excluded Subsidiary by virtue of this clause (a)); provided that the principal amount of such Mortgage Debt may not be increased and the original scheduled maturity date thereof may not be extended (including, in each case, in connection with an amendment or modification or refinancing of such Mortgage Debt), and if there is any such increase in principal amount or extension of maturity, then such Subsidiary shall no longer be considered an Excluded Subsidiary, (b) the only property or assets owned by such entity is the HQ Land, Iskalo Land Holdings LLC and (c) a Subsidiary that is a controlled foreign corporation (as that term is defined in the Code) if providing a Guaranty by such Subsidiary with respect to the Obligations would result in adverse tax consequences to the Borrowers and their Subsidiaries. Notwithstanding the foregoing, any Subsidiary that either (i) provides a Guaranty or otherwise becomes obligated in respect of any Indebtedness (including, without limitation, Indebtedness under the Note Purchase Agreements) of any Borrower or any Subsidiary Loan Party, of the Borrowers or (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party. (b) Each Excluded Subsidiary shall be a Person with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) If, at any timetime owns an Unencumbered Property, any shall not, or, if previously an Excluded Subsidiary fails to meet the requirements set forth in paragraphs (a) and (b) of this SectionSubsidiary, such Subsidiary shall thereafter immediately cease to to, be an “Excluded Subsidiary for purposes of this Agreement and, as of such date, (i) any Indebtedness of such Subsidiary shall be deemed to be incurred by a Subsidiary Loan Party, (ii) any Liens on the property of such Subsidiary shall be deemed to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of such date (and, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist pursuant to this Agreement, the Borrower shall be in default Subsidiary” hereunder) and (iv) the Borrower shall promptly comply with the requirements of Section 5.12 and 5.13 with respect to such Subsidiary.

Excluded Subsidiaries. (a) The Borrower will not permit any of its Excluded Subsidiary Subsidiaries to (a) fail to satisfy customary formalities with respect to organization separateness, including (i) the maintenance of separate books and records and (ii) the maintenance of separate bank accounts in its own name, (b) fail to act solely in its own name and through its authorized officers and agents, (c) commingle any money or hold other assets of any Lien on Excluded Subsidiary with any property money or other assets of the Borrower or any other Subsidiary Loan Partyof the Borrower, or (d) take any action, or conduct its affairs in a manner, which could reasonably be expected to result in the separate organizational existence of the Excluded Subsidiaries being ignored under any circumstance. (b) The Parent and the Borrower will not permit any of the Excluded Subsidiaries to, (iia) incur enter into or permit to exist any Indebtedness that is not Non-Recourse Debtarrangement or agreement (other than this Agreement and the other Credit Documents) which directly or indirectly prohibits any such Excluded Subsidiary from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its subsidiaries whether now owned or hereafter acquired to secure the Obligations (iiiother than restrictions on specific assets, which assets are the subject of purchase money security interests), or (b) enter into any agreement, contract, contract or arrangement (other than this Agreement and the other Credit Documents) restricting the ability of any such Excluded Subsidiary to pay or understanding with make dividends or distributions in cash or kind to the Borrower or any other Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly Excluded Subsidiary, to make loans, advances or indirectly own other payments of any Indebtedness of or Equity Interests in, or have any other investments in, nature to the Borrower or any other Subsidiary Loan Party. (b) Each or Excluded Subsidiary shall be a Person with respect Subsidiary, or to which neither make transfers or distributions of all or any part of its assets to the Borrower nor or any other Subsidiary Loan Party has any direct or indirect obligation to Excluded Subsidiary; in each case other than (i) subscribe for additional Equity Interestsrestrictions on specific assets which assets are the subject of purchase money security interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve customary anti-assignment provisions contained in leases and licensing agreements entered into by any specified levels Excluded Subsidiary in the ordinary course of operating results or its business and (iii) except property subject to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Persona pending Asset Disposition. (c) If, at any time, any Excluded Subsidiary fails to meet the requirements set forth in paragraphs (a) and (b) of this Section, such Subsidiary shall thereafter cease to be an Excluded Subsidiary for purposes of this Agreement and, as of such date, (i) any Indebtedness of such Subsidiary shall be deemed to be incurred by a Subsidiary Loan Party, (ii) any Liens on the property of such Subsidiary shall be deemed to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of such date (and, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist pursuant to this Agreement, the Borrower shall be in default hereunder) and (iv) the Borrower shall promptly comply with the requirements of Section 5.12 and 5.13 with respect to such Subsidiary.

Excluded Subsidiaries. (a) The Borrower will not permit any Excluded A Subsidiary to that (i) own or hold any has Indebtedness outstanding secured by a Lien on its Real Estate, which Indebtedness was incurred (or assumed) in connection with such Subsidiary’s acquisition or improvement of such Real Estate (referred to hereinafter as “Mortgage Debt”) and (ii) is prohibited pursuant to the loan or other financing documents evidencing such Mortgage Debt from guaranteeing Indebtedness of other Persons (other than the Indebtedness of another Subsidiary that is an Excluded Subsidiary by virtue of this clause (a)); provided that the principal amount of such Mortgage Debt may not be increased and the original scheduled maturity date thereof may not be extended (including, in each case, in connection with an amendment or modification or refinancing of such Mortgage Debt), and if there is any such increase in principal amount or extension of maturity, then such Subsidiary shall no longer be considered an Excluded Subsidiary, (b) a Subsidiary if the only property or asset owned by such entity is the HQ Land, Iskalo Land Holdings LLC and (c) a Subsidiary that is a controlled foreign corporation (as that term is defined in the Code) if providing a Guaranty by such Subsidiary with respect to the Obligations would result in adverse tax consequences to the Borrowers and their Subsidiaries. Notwithstanding the foregoing, any Subsidiary that either (i) provides a Guaranty or otherwise becomes obligated in respect of any Indebtedness (including, without limitation, Indebtedness under the Note Purchase Agreements) of any Borrower or any Subsidiary Loan Party, of the Borrowers or (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party. (b) Each Excluded Subsidiary shall be a Person with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) If, at any timetime owns an Unencumbered Property, any shall not, or, if previously an Excluded Subsidiary fails to meet the requirements set forth in paragraphs (a) and (b) of this SectionSubsidiary, such Subsidiary shall thereafter immediately cease to to, be an “Excluded Subsidiary for purposes of this Agreement and, as of such date, (i) any Indebtedness of such Subsidiary shall be deemed to be incurred by a Subsidiary Loan Party, (ii) any Liens on the property of such Subsidiary shall be deemed to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of such date (and, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist pursuant to this Agreement, the Borrower shall be in default Subsidiary” hereunder) and (iv) the Borrower shall promptly comply with the requirements of Section 5.12 and 5.13 with respect to such Subsidiary.

Excluded Subsidiaries. (a) The Borrower will Notwithstanding anything to the contrary contained in this Agreement, Excluded Subsidiaries shall not permit any Excluded Subsidiary be subject to (i) own or hold any Lien on any property of the Borrower or any Subsidiary Loan Party, (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Partycovenants set forth in Sections 6.1 through 6.7 and 6.9 through 6.17. (b) Each All Indebtedness incurred by an Excluded Subsidiary shall be a Person with respect without recourse to which neither the Borrower nor Xerium or any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interestsof its Non-Excluded Subsidiaries, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except to the extent permitted by Section 6.04, otherwise that a guarantee performance or payment of any obligations of such PersonIndebtedness is permitted under Section 6.7(m). (c) If, at any time, No Indebtedness incurred by any Excluded Subsidiary fails shall be secured by a Lien on property of Xerium or any of the Non-Excluded Subsidiaries. (d) Notwithstanding anything to meet the requirements contrary contained in this Agreement, no Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or proceeds from the issuance of any Indebtedness received by any Excluded Subsidiary shall be subject to the provisions of Section 2.14(a), 2.14(b), 2.14(c) or 2.14(d). (e) For purposes of calculating financial covenants set forth in paragraphs Sections 6.8(a), (ab), (c), (d) and Pre-Dividend Free Cash Flow (bother than dividends or distributions made to Non-Excluded Subsidiaries), the financial results of Excluded Subsidiaries shall not be consolidated with the financial results of Xerium and its Non-Excluded Subsidiaries; provided that for purposes of Section 6.8(b), the Indebtedness of Excluded Subsidiaries shall not be consolidated with the Indebtedness of Xerium and its Non-Excluded Subsidiaries. (f) No transaction (including the purchase, sale, lease or exchange of this Section, such Subsidiary shall thereafter cease to be any property or the rendering of any service) between an Excluded Subsidiary for purposes of this Agreement andand Xerium and its Non-Excluded Subsidiaries shall be permitted on terms that are less favorable to Xerium or that Non-Excluded Subsidiary, as of such datethe case may be, (i) any Indebtedness of such Subsidiary shall than those that might be deemed to be incurred by obtained at the time from a Subsidiary Loan Party, (ii) any Liens on the property of such Subsidiary shall be deemed to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of such date (and, if such Indebtedness, investments or Liens are Person who is not permitted to be incurred or to exist pursuant to this Agreement, the Borrower shall be in default hereunder) and (iv) the Borrower shall promptly comply with the requirements of Section 5.12 and 5.13 with respect to such an Excluded Subsidiary.

Excluded Subsidiaries. (a) The Borrower will not permit any Excluded Subsidiary Company may from time to (i) own or hold any Lien on any property of the Borrower or any Subsidiary Loan Partytime designate, (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party. (b) Each Excluded Subsidiary shall be a Person with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except notice to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) If, at any time, any Excluded Subsidiary fails to meet the requirements set forth in paragraphs (a) and (b) of this Section, such Subsidiary shall thereafter cease to be an Excluded Subsidiary for purposes of this Agreement and, as of such dateAgents, (i) any Indebtedness of such Domestic Subsidiary shall be deemed (or any Person that is being formed or acquired and, upon formation or acquisition thereof, would become a Domestic Subsidiary), other than a Phosphate Subsidiary, to be incurred by a Subsidiary Loan PartyDomestic Excluded Subsidiary, (ii) any Liens on the property of such Foreign Subsidiary shall be deemed (or any Person that is being formed or acquired and, upon formation or acquisition thereof, would become a Foreign Subsidiary), other than a Phosphate Subsidiary, to be Liens on the property of a Subsidiary Loan PartyForeign Excluded Subsidiary, (iii) any investments in such Domestic Phosphate Subsidiary shall be deemed (or any Person that is being formed or acquired and, upon formation or acquisition thereof, would become a Domestic Phosphate Subsidiary) to be investments in a Domestic Phosphate Excluded Subsidiary, or (iv) any Foreign Phosphate Subsidiary (or any Person that is being formed or acquired and, upon formation or acquisition thereof, would become a Foreign Phosphate Subsidiary) to be a Foreign Phosphate Excluded Subsidiary; provided that (A) the Company may not designate as an Excluded Subsidiary, (1) any Borrowing Subsidiary, (2) any Subsidiary that is a Subsidiary Loan Party as of the Effective Date, (3) any Domestic Subsidiary that, prior to such date designation, was a Subsidiary Loan Party and shall have become a party to any of the Guarantee Agreement or the Security Documents, (and4) any Domestic Subsidiary that has any subsidiaries unless all such subsidiaries are designated as Domestic Excluded Subsidiaries or Foreign Excluded Subsidiaries, if as applicable, (5) any Domestic Phosphate Subsidiary that has any subsidiaries unless all such Indebtednesssubsidiaries are designated as Domestic Phosphate Excluded Subsidiaries or Foreign Phosphate Excluded Subsidiaries, investments as applicable, or Liens are not permitted (6) any Domestic Subsidiary that owns, directly or indirectly, any Equity Interest in any Phosphate Subsidiary, (B) at the time of such designation and after giving effect thereto (and after giving effect to be incurred the formation or to exist pursuant to this Agreementacquisition of any applicable Subsidiary that is being formed or acquired), the Borrower representations set forth in Section 3.18 shall be true and correct and (C) the Company shall certify in default hereunderany such notice designating an Excluded Subsidiary that the conditions set forth in clauses (A) and (ivB) above are satisfied. (b) The Company may from time to time designate, by notice to the Borrower Agents, that any Excluded Subsidiary shall promptly cease to be an Excluded Subsidiary; provided that a Subsidiary of an Excluded Subsidiary may not be designated to cease to be an Excluded Subsidiary. In the event of any such designation, the Company will comply with the requirements of Section 5.12 and 5.13 with respect to such Subsidiary.5.12. 102

Excluded Subsidiaries. (a) The Borrower will not permit any Excluded Subsidiary to (i) own or hold any Lien on any property of the Borrower or any Subsidiary Loan Party, (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party. (b) Each Excluded Subsidiary shall be a Person with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) If, at any time, any Excluded Subsidiary fails to meet the requirements set forth in paragraphs (a) and (b) of this Section, such Subsidiary shall thereafter cease to be an Excluded Subsidiary for purposes of this Agreement and, as of such date, (i) any Indebtedness of such Subsidiary shall be deemed to be incurred by a Subsidiary Loan Party, (ii) any Liens on the property of such Subsidiary shall be deemed to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of such date (and, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist pursuant to this Agreement, the Borrower shall be in default hereunder) and (iv) the Borrower shall promptly comply with the requirements of Section 5.12 and 5.13 with respect to such Subsidiary.)

Excluded Subsidiaries. (a) The Parent Borrower will not permit may from time to time designate, by notice to the Administrative Agent, any Excluded Domestic Subsidiary to (ior any Person that is being formed or acquired and, upon formation or acquisition thereof, would become a Domestic Subsidiary) own or hold any Lien on any property of the Global Borrower or to be a Domestic Excluded Global Subsidiary; provided that (A) the Parent Borrower may not designate as a Domestic Excluded Global Subsidiary, (1) any Subsidiary Loan Party, (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party. (b) Each Excluded Subsidiary shall be a Person with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) If, at any time, any Excluded Subsidiary fails to meet the requirements set forth in paragraphs (a) and (b) of this Section, such Subsidiary shall thereafter cease to be an Excluded Subsidiary for purposes of this Agreement and, as of such date, (i) any Indebtedness of such Subsidiary shall be deemed to be incurred by a Subsidiary Loan Party, (ii) any Liens on the property of such Subsidiary shall be deemed to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of the Effective Date, (2) any Domestic Subsidiary that, prior to such date designation, was a Subsidiary Loan Party and shall have become a party to any of the Guarantee Agreement or any of the Security Documents, or (and3) any Domestic Subsidiary that has any Domestic Subsidiaries unless all such subsidiaries are designated as Domestic Excluded Global Subsidiaries in compliance with this Section, if (B) at the time of such Indebtedness, investments designation and after giving effect thereto (and after giving effect to the formation or Liens are not permitted to be incurred acquisition of any applicable Subsidiary that is being formed or to exist pursuant to this Agreementacquired), the representations set forth in Section 3.18 shall be true and correct and (C) the Parent Borrower shall be certify in default hereunderany such notice designating a Domestic Excluded Global Subsidiary that the conditions set forth in clauses (A) and (ivB) above are satisfied. (b) The Parent Borrower may from time to time designate, by notice to the Administrative Agent, that any Domestic Excluded Global Subsidiary shall cease to be a Domestic Excluded Global Subsidiary; provided that a Subsidiary of an Excluded Global Subsidiary may not be designated to cease to be a Domestic Excluded Global Subsidiary. In the event of any such designation, the Parent Borrower will comply with Section 5.12. (c) The Parent Borrower may from time to time designate, by notice to the Administrative Agent, any Domestic Mosaic Subsidiary (or any Person that is being formed or acquired and, upon formation or acquisition thereof, would become a Domestic Mosaic Subsidiary) to be an Excluded Mosaic Subsidiary; provided that (i) the Parent Borrower may not designate as an Excluded Mosaic Subsidiary, (A) any Subsidiary that is a Subsidiary Loan Party as of the Effective Date, (B) any Domestic Subsidiary that, prior to such designation, was a Subsidiary Loan Party and shall have become a party to any of the Guarantee Agreement or any of the Security Documents, or (C) any Domestic Subsidiary that has any Domestic Subsidiaries unless all such subsidiaries are designated as Excluded Mosaic Subsidiaries in compliance with this Section, (ii) at the time of such designation and after giving effect thereto (and after giving effect to the formation or acquisition of any applicable Subsidiary that is being formed or acquired), the representations set forth in Section 3.18 shall be true and correct and (iii) the Parent Borrower shall promptly certify in any such notice designating an Excluded Mosaic Subsidiary that the conditions set forth in clauses (i) and (ii) above are satisfied. (d) The Parent Borrower may from time to time designate, by notice to the Administrative Agent, that any Domestic Mosaic Subsidiary that is an Excluded Mosaic Subsidiary shall cease to be an Excluded Mosaic Subsidiary; provided that a Subsidiary of an Excluded Mosaic Subsidiary may not be designated to cease to be an Excluded Mosaic Subsidiary. In the event of any such designation, the Parent Borrower will comply with the requirements of Section 5.12 and 5.13 with respect to such Subsidiary5.12.

Excluded Subsidiaries. (a) The Borrower will not permit any Excluded Subsidiary to (i) own or hold any Lien on any property of the Borrower or any Subsidiary Loan Party, (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party. (b) Each Excluded Subsidiary shall be a Person with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's ’s financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) If, at any time, any Excluded Subsidiary fails to meet the requirements set forth in paragraphs (a) and (b) of this Section, such Subsidiary shall thereafter cease to be an Excluded Subsidiary for purposes of this Agreement and, as of such date, (i) any Indebtedness of such Subsidiary shall be deemed to be incurred by a Subsidiary Loan Party, (ii) any Liens on the property of such Subsidiary shall be deemed to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of such date (and, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist pursuant to this Agreement, the Borrower shall be in default hereunder) and (iv) the Borrower shall promptly comply with the requirements of Section 5.12 and 5.13 with respect to such Subsidiary.