Common use of Limitation on Designation of Unrestricted Subsidiaries Clause in Contracts

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18; (ii) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii) the Issuer would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a) in an amount (the “Designation Amount”) equal to the amount of the Issuer’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only 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 Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (d) The Designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. All Designations and Revocations must be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Board of Directors of the Parent Guarantor may designate after the Issue Date any Subsidiary (including any newly formed or newly acquired Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) of the Issuer other than a Note Parent Guarantor as an “Unrestricted Subsidiary Subsidiary” under this the Indenture (a “Designation”) only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18;Designation; and (ii2) the Parent Guarantor would be permitted to make, at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness (a) a Permitted Investment or (b) an Investment pursuant to Section 3.9(a); (iii) the Issuer would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a) 1009, in either case, in an amount (the “Designation Amount”) equal to the amount Fair Market Value of the IssuerParent Guarantor’s Investment proportionate interest in such Subsidiary on such date. No Subsidiary shall be Designated as an “Unrestricted Subsidiary” unless: (1) all of the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of Designation, consist of Non-Recourse Debt, except for any guarantee given solely to support the pledge by the Parent Guarantor or any Restricted Subsidiary of the Equity Interests of such Unrestricted Subsidiary, which guarantee is not recourse to the Parent Guarantor or any Restricted Subsidiary, and except for any guarantee of Indebtedness of such Subsidiary by the Parent Guarantor or a Restricted Subsidiary that is permitted as both an incurrence of Indebtedness and an Investment (in each case in an amount equal to the amount of such Indebtedness so guaranteed) permitted by Section 1008; (2) on the date such Subsidiary is Designated an Unrestricted Subsidiary, such Subsidiary is not party to any agreement, contract, arrangement or understanding (other than a guarantee permitted under clause (1) above) with the Parent Guarantor or any Restricted Subsidiary unless the terms of the agreement, contract, arrangement or understanding are not materially less favorable to the Parent Guarantor or the Restricted Subsidiary than those that could reasonably be expected to have been obtained at the time from Persons who are not Affiliates of the Parent Guarantor; and (iv3) such Subsidiary is a Person with respect to which neither the terms Parent Guarantor nor any of its Restricted Subsidiaries has any Affiliate Transaction existing on the date direct or indirect obligation (a) to subscribe for additional Equity Interests of such Designation Person or (a) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results (in each case other than a guarantee permitted under clause (1) above) (it being understood that any contractual arrangements between the Subsidiary being designated (and its Subsidiaries) and the Issuer Parent Guarantor or any of its Restricted Subsidiaries and such Subsidiary pursuant to which such Subsidiary sells products or provides services to the Parent Guarantor or such Restricted Subsidiary would in the ordinary course of business are not included in this clause (3)). Any such Designation by the Board of Directors of the Parent Guarantor shall be evidenced to the Trustee by filing with the Trustee a Board Resolution of the Parent Guarantor giving effect to such Designation and an Officers’ Certificate certifying that such Designation complies with the foregoing conditions. 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 the Indenture and any Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary at such time and, if the Indebtedness is not permitted to be incurred under Section 1008 or the Lien is not permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither 1010, the Issuer nor any Restricted Subsidiary Parent Guarantor shall at any time: (i) provide credit support for, subject any be in default of its property or assets (other than the Capital Stock applicable covenant. The Board of any Unrestricted Subsidiary) to Directors of the satisfaction of, or Guarantee, any Indebtedness of any Parent Guarantor may redesignate an Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) be directly or indirectly liable for any Indebtedness which provides that the Holder thereof may (upon notice, lapse of time or both) declare as a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer may revoke any Designation of a Subsidiary as an Unrestricted Restricted Subsidiary (a “RevocationRedesignation”) only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such RevocationRedesignation; and (ii2) all Liens Liens, Indebtedness and Indebtedness Investments of such Unrestricted Subsidiary outstanding immediately following such RevocationRedesignation would, if Incurred incurred or made at such time, would have been permitted to be Incurred incurred or made for all purposes of this the Indenture. (d) The Designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary . Any such Redesignation shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. All Designations and Revocations must be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance by filing with the preceding provisionsTrustee a Board Resolution of the Parent Guarantor giving effect to such designation and an Officers’ Certificate certifying that such Redesignation complies with the foregoing conditions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer may Company shall not designate after the Issue Date any Subsidiary of the Issuer Company (other than a Note Guarantor newly created Subsidiary in which no Investment has previously been made) as an "Unrestricted Subsidiary Subsidiary" under this Indenture (a “"Designation”") only ifunless: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18Designation; (ii) at the time of and immediately after giving effect to such Designation, the Issuer could Incur U.S.$1.00 Company would be able to incur $1.00 of additional Indebtedness pursuant to (other than Permitted Indebtedness) under Section 3.9(a4.10(a);; and (iii) the Issuer Company would not be permitted to make prohibited under this Indenture from making an Investment at the time of Designation in an amount (assuming the effectiveness "Designation Amount") equal to the greater of (x) the book value of such Designation Restricted Subsidiary on such date and treating (y) the Fair Market Value of such Designation as Restricted Subsidiary on such date. In the event of any such Designation, the Company shall be deemed to have made an Investment at the time of Designation) as constituting a Restricted Payment pursuant to Section 3.11(a) for all purposes of this Indenture in an amount (the “Designation Amount”) equal to the amount of the Issuer’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such DesignationAmount. (b) Neither the Issuer nor any Restricted Subsidiary The Company shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer may revoke any Designation of a Subsidiary as not designate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Revocation”) only if"Redesignation"), unless: (i) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such RevocationRedesignation; and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation, if Incurred Redesignation shall be deemed to have been incurred at such time, would time and shall have been permitted to be Incurred incurred for all purposes of this Indenture. An Unrestricted Subsidiary shall be deemed to be redesignated as a Restricted Subsidiary at any time if (a) the Company or any other Restricted Subsidiary (i) provides credit support for, or a guarantee of, any Indebtedness of such Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) or (ii) is directly or indirectly liable for any Indebtedness of such Unrestricted Subsidiary, (b) a default with respect to any Indebtedness of such Unrestricted Subsidiary (including any right which the holders thereof may have to take enforcement action against it) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity, or (c) such Unrestricted Subsidiary incurs indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary, except in the case of clause (i) to the extent permitted under Section 4.11. (dc) All Designations and Redesignations shall be evidenced by Board Resolutions delivered to the Trustee certifying compliance with the foregoing provisions. Subsidiaries that are not designated by the Board of Directors as Restricted or Unrestricted Subsidiaries will be deemed to be Restricted Subsidiaries. The Designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary shall be deemed to include the a Designation of all of the Subsidiaries of such Unrestricted Subsidiary as Unrestricted Subsidiaries. All Designations and Revocations must be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company as an “Unrestricted Subsidiary Subsidiary” under this Indenture (a “Designation”) only if: (i1) no Default or Event of Default shall have has occurred and be is continuing at the time of or after giving effect to such Designation and Designation; (2) any transactions between the Issuer Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18; (ii) at the time of are, and after giving effect to such DesignationDesignation will be, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a)in compliance with ‎Section 4.14; (iii3) such Subsidiary has no Debt other than Non-Recourse Debt; and (4) the Issuer Company would be permitted to make an Investment in an Unrestricted Subsidiary at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment in an Unrestricted Subsidiary at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a‎Section 4.08(a) in an amount (the “Designation Amount”) equal to the amount of the IssuerCompany’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i1) no Default or Event of Default shall have has occurred and be is continuing at the time of and after giving effect to such Revocation; and (ii2) all Debt and Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (dc) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall will be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by a resolution of the Board of Directors of the Company and an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18;; and (ii) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii) the Issuer would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a) in an amount (the “Designation Amount”) equal to the amount of the Issuer’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only 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 Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (dc) The Designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. All Designations and Revocations must be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer Company other than the Issuer or a Note Guarantor as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18; (ii) at the time of and after giving effect to such Designation, the Issuer Company could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a) in an amount (the “Designation Amount”) equal to the amount of the IssuerCompany’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer Company or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer Company nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only 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 Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (d) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. All Designations and Revocations must be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company as an “Unrestricted Subsidiary Subsidiary” under this Indenture (a “Designation”) only if: (i1) no Default or Event of Default shall have has occurred and be is continuing at the time of or after giving effect to such Designation and Designation; (2) any transactions between the Issuer Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18;4.07; and (ii) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii3) the Issuer Company would be permitted to make an Investment in an Unrestricted Subsidiary at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment in an Unrestricted Subsidiary at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a4.04(a) in an amount (the “Designation Amount”) equal to the amount of the IssuerCompany’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i1) no Default or Event of Default shall have has occurred and be is continuing at the time of and after giving effect to such Revocation; and (ii2) all Debt and Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (dc) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by a resolution of the Board of Directors of the Company and an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer Company other than the Issuer or a Note Guarantor as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18; (ii) at the time of and after giving effect to such Designation, the Issuer Company could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a) in an amount (the “Designation Amount”) equal to the amount of the IssuerCompany’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated Designated (and its Subsidiaries) and the Issuer Company or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer Company nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only 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 Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (d) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company as an "Unrestricted Subsidiary Subsidiary" under this the Indenture (a “"Designation”") only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18;3.16; and (ii2) at except for the time Designation of a Subsidiary with less than $1,000 in total assets in which the Company and after giving effect to such Designationits Restricted Subsidiaries have made Investments of no more than $1,000, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to in accordance with Section 3.11(a) 3.10 in an amount (the “"Designation Amount”") equal to the amount of the Issuer’s Company's Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer Company nor any Restricted Subsidiary shall will at any time: (i1) provide credit support for, subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, or Guaranteeguarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); (ii2) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii3) be directly or indirectly liable for any Indebtedness which provides that the Holder 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, except for any non-recourse guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the Capital Stock of any Unrestricted Subsidiary. (c) The Issuer Company may revoke any Designation of a Subsidiary (other than a Receivables Subsidiary) as an Unrestricted Subsidiary (a “"Revocation”") only if: (i1) no No Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (ii2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this the Indenture. (d) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by an Officer’s Certificate resolutions of the IssuerBoard of Directors of the Company, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer may Company shall not designate after the Issue Date any Subsidiary of the Issuer Company (other than a Note Guarantor newly created Subsidiary in which no Investment has previously been made) as an "Unrestricted Subsidiary Subsidiary" under this Indenture (a “"Designation”") only ifunless: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18Designation; (ii) at the time of and immediately after giving effect to such Designation, the Issuer could Incur U.S.$1.00 Company would be able to incur $1.00 of additional Indebtedness pursuant to (other than Permitted Indebtedness) under Section 3.9(a4.10(a);; and (iii) the Issuer Company would not be permitted to make prohibited under this Indenture from making an Investment at the time of such Designation in an amount (assuming the effectiveness "Designation Amount") equal to the greater of (x) the book value of such Designation Restricted Subsidiary on such date and treating (y) the Fair Market Value of such Designation as Restricted Subsidiary on such date. In the event of any such Designation, the Company shall be deemed to have made an Investment at the time of Designation) as constituting a Restricted Payment pursuant to Section 3.11(a) 4.11 for all purposes of this Indenture in an amount (the “Designation Amount”) equal to the amount of the Issuer’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such DesignationAmount. (b) Neither the Issuer nor any Restricted Subsidiary The Company shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer may revoke any Designation of a Subsidiary as not designate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Revocation”) only if"Redesignation"), unless: (i) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such RevocationRedesignation; and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation, if Incurred Redesignation shall be deemed to have been incurred at such time, would time and shall have been permitted to be Incurred incurred for all purposes of this Indenture. An Unrestricted Subsidiary shall be deemed to be redesignated as a Restricted Subsidiary at any time if (a) the Company or any other Restricted Subsidiary (i) provides credit support for, or a guarantee of, any Indebtedness of such Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) or (ii) is directly or indirectly liable for any Indebtedness of such Unrestricted Subsidiary or (b) a default with respect to any Indebtedness of such Unrestricted Subsidiary (including any right which the holders thereof may have to take enforcement action against it) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity, except in the case of clause (a) to the extent permitted under Section 4.11. (dc) All Designations and Redesignations shall be evidenced by Board Resolutions delivered to the Trustee certifying compliance with the foregoing provisions. Subsidiaries that are not designated by the Board of Directors as Restricted or Unrestricted Subsidiaries will be deemed to be Restricted Subsidiaries. The Designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary shall be deemed to include the a Designation of all of the Subsidiaries of such Unrestricted Subsidiary as Unrestricted Subsidiaries. All Designations and Revocations must be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company as an “Unrestricted Subsidiary Subsidiary” under this Indenture (a “Designation”) only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.183.17; (ii2) at the time of and after giving effect to such Designation, the Issuer Company could Incur U.S.$1.00 US$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii3) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a) or as a Permitted Investment in an amount (the “Designation Amount”) equal to the amount of the IssuerCompany’s Investment in such Subsidiary on such date; , and (iv4) at the terms of any Affiliate Transaction existing on the date time of such Designation between Designation, neither the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer Company nor any Restricted Subsidiary shall at any timewill: (i1) provide credit support for, subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, or Guarantee, any Indebtedness of any Unrestricted such Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); (ii2) be directly or indirectly liable for any Indebtedness of any Unrestricted such Subsidiary; or (iii3) be directly or indirectly liable for any Indebtedness which provides that the Holder 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of such Subsidiary, except for any Unrestricted non-recourse Guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the Capital Stock of such Subsidiary. (cb) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i1) no No Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (ii2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (dc) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by an Officer’s Certificate resolutions of the IssuerBoard of Directors of the Company, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18; (ii) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii) the Issuer would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a) in an amount (the “Designation Amount”) equal to the amount of the Issuer’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only 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 Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (d) The Designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. All Designations and Revocations must be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with the preceding provisions.such

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Board of Directors may not designate after the Issue Date any a Subsidiary of the Issuer Company (other than a Note Guarantor newly created Subsidiary in which no Investment has previously been made (other than any de minimus amount required to capitalize such Subsidiary in connection with its organization)) as an Unrestricted Subsidiary under this Indenture (a “"Designation”") only if: (i1) no a Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18;Designation, and (ii) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii2) the Issuer Company would be permitted to make an prohibited under this Indenture from making a Restricted Investment at the time of such Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time for purposes of Designation) as a Restricted Payment pursuant to this Section 3.11(a3.12) in an amount (the “Designation Amount”) equal to the amount of the Issuer’s Investment in such Subsidiary on such date; and Designation Amount (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designationas defined below). (b) Any Designation shall be made by Board Resolution. In the event of any such Designation, all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary at Designation will be deemed to be a Restricted Investment made as of the time of such Designation and will reduce the amount available for Restricted Payments under the first or second paragraph of this Section 3.12. All such outstanding Investments will be deemed to constitute Restricted Payments in an amount equal to the Fair Market Value of such Investments at the time of such Designation (the "Designation Amount"). (c) A Designation may be revoked and an Unrestricted Subsidiary may thus be redesignated as a Restricted Subsidiary (a "Revocation") by Board Resolution, provided that the Company will not make any Revocation unless after giving pro forma effect to such Revocation: (1) no Default or Event of Default shall have occurred and be continuing; (2) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes under this Indenture; and (3) the Company could Incur $1 of additional Indebtedness pursuant to clause (1) Section 3.10. (d) Neither the Issuer Company nor any Restricted Subsidiary shall will at any time: (i1) provide credit support for, subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, or Guaranteeguarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); (ii2) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii3) be directly or indirectly liable for any Indebtedness which provides that the Holder 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer may revoke , except for any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i) no Default non-recourse guarantee given solely to support the pledge by the Company or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (d) The Designation of a any Restricted Subsidiary of the Issuer as an Capital Stock of any Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. All Designations and Revocations must be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with the preceding provisionsSubsidiary.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company as an “Unrestricted Subsidiary Subsidiary” under this Indenture (a “Designation”) only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18Designation; (ii2) at the time of and after giving effect to such Designation, the Issuer Company could Incur U.S.$1.00 U.S.$. 1.00 of additional Indebtedness pursuant to Section 3.9(a3.12 (1); (iii3) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to the first paragraph of Section 3.11(a) 3.13 or as a Permitted Investment in an amount (the “Designation Amount”) equal to the amount of the IssuerCompany’s Investment in such Subsidiary on such date, (4) all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, and will at all times thereafter, consist of Non-Recourse Debt, except for a Lien contemplated by clause (10) of the definition of “Permitted Lien” under Section 1.1; (5) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the business of the Company and its Subsidiaries; (6) such Subsidiary is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation: (a) to subscribe for additional Capital Stock of such Person; or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (iv7) the terms of any Affiliate Transaction existing on the date of such Designation between Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a party to any agreement, contract, arrangement or understanding with the Subsidiary being designated (and its Subsidiaries) and the Issuer Company or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) with terms substantially less favorable to the satisfaction of, or Guarantee, any Indebtedness Company than those that might have been obtained from Persons who are not Affiliates of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) Company. The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (ii2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (d) . The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by an Officer’s Certificate resolutions of the IssuerBoard of Directors of the Company, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company (including any newly acquired or newly formed Subsidiary of the Company, but excluding either Issuer) as an “Unrestricted Subsidiary Subsidiary” under this Indenture (a “Designation”) only if: (i1) no Default or Event of Default shall have has occurred and be is continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18; (ii) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii2) the Issuer would Subsidiary to be permitted to make an Investment so designated and its Subsidiaries do not at the time of Designation own any Capital Stock or Indebtedness of, or own or hold any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary so designated; (assuming 3) the effectiveness of such Designation Subsidiary to be so designated and treating such Designation as an Investment its Subsidiaries do not at the time of Designation) as a Restricted Payment Designation have and do not thereafter Incur any Indebtedness pursuant to Section 3.11(a) in an amount (which the “Designation Amount”) equal lender has recourse to the amount any of the Issuer’s Investment in such Subsidiary on such dateassets of the Company or any of its Restricted Subsidiaries; and (iv4) either (x) the terms Subsidiary to be so designated has total consolidated assets of any Affiliate Transaction existing on the date of $1,000 or less or (y) if such Subsidiary has consolidated assets greater than $1,000, then such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) 3.9. The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of and , immediately after giving effect to such Revocation; and: (ii1) (x) the Company could Incur at least $1.00 of additional Indebtedness under paragraph (a) of Section 3.8 or (y) the Consolidated Net Fixed Charge Coverage Ratio of the Company would be greater than immediately prior to such Revocation, in each case on a pro forma basis taking into account such Revocation; (2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture.; and (d3) The no Default or Event of Default has occurred and is continuing after giving effect to such Revocation. Each Designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. All Designations and Revocations Revocation must be evidenced by an Officer’s Certificate of the Issuer, delivered promptly delivering to the Trustee a Board Resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may, and an Officers’ Certificate certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor as an “Unrestricted Subsidiary Subsidiary” under this the Indenture (a “Designation”) only if: (i1) no Default or Event of Default shall have has occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.183.14; (ii2) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 $1.00 of additional Indebtedness pursuant to Section 3.9(a3.6(1);. (iii3) the Issuer would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to the first paragraph of Section 3.11(a) 3.8 in an amount (the “Designation Amount”) equal to the amount of the Issuer’s Investment in such Subsidiary on such date; (4) neither the Capital Stock of such Subsidiary nor any of its assets is part of the Collateral; and (iv5) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any is not a Vitro Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such DesignationSubsidiary. (b) Neither the Issuer nor any Restricted Subsidiary shall will at any time: (i1) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii2) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii3) be directly or indirectly liable for any Indebtedness which provides that the Holder 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary; except (i) for any non-recourse Guarantee given solely to support the pledge by the Issuer or any Restricted Subsidiary of the Capital Stock of any Unrestricted Subsidiary; and (ii) that the Issuer may Guarantee any Indebtedness of an Unrestricted Subsidiary if at the time of and after giving effect to such Guarantee, the Issuer could Incur such Guarantee in accordance with Section 3.6(1) and the first paragraph of Section 3.8 and the aggregate amount of all Guarantees of the Issuer or Indebtedness of Unrestricted Subsidiaries shall not exceed $50 million. (c) The Issuer may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i1) no No Default or Event of Default shall have has occurred and be continuing at the time of and after giving effect to such Revocation; and (ii2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this the Indenture. (d) The Designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary shall will be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by an Officer’s Certificate resolutions of the Board of Directors of the Issuer, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer IRSA may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor IRSA as an “Unrestricted Subsidiary Subsidiary” under this the Indenture (a “Designation”) only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18Designation; (ii2) at the time of and after giving effect to such Designation, the Issuer IRSA could Incur U.S.$1.00 $1.00 of additional Indebtedness pursuant to clause (l)(a) of Section 3.9(a)3.16; (iii3) the Issuer IRSA would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to the first paragraph of Section 3.11(a) 3.17 or as a Permitted Investment in an amount (the “Designation Amount”) equal to the amount of the IssuerIRSA’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (, and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer IRSA may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i4) no No Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (ii5) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (d) . The Designation of a Subsidiary of the Issuer IRSA as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by an Officer’s Certificate resolutions of the IssuerBoard of Directors of IRSA, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary (including any newly formed or newly acquired Subsidiary) of the Issuer other than a Note Guarantor Company as an “Unrestricted Subsidiary Subsidiary” under this Indenture (a “Designation”) only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18;Designation; and (ii2) the Company would be permitted to make, at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness (x) a Permitted Investment or (y) an Investment pursuant to Section 3.9(a4.07(a); (iii) the Issuer would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a) , in either case, in an amount (the “Designation Amount”) equal to the amount Fair Market Value of the IssuerCompany’s Investment proportionate interest in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither No Subsidiary shall be Designated as an “Unrestricted Subsidiary” unless such Subsidiary: (1) has no Indebtedness other than Non-Recourse Debt; (2) is not party to any agreement, contract, arrangement or understanding with the Issuer 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; (3) is a Person with respect to which neither the Company nor any Restricted Subsidiary shall at has any time:direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results; and (i4) provide credit support for, subject any of its property has not guaranteed or assets (other than the Capital Stock 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); (ii) be otherwise directly or indirectly liable provided credit support for any Indebtedness of the Company or any Restricted Subsidiary, except for any guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the Equity Interests of such Unrestricted Subsidiary, which guarantee is not recourse to the Company or any Restricted Subsidiary. If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary; or (iii) 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 it shall thereafter cease to be accelerated or payable prior to its final scheduled maturity upon the occurrence an Unrestricted Subsidiary for purposes of a default with respect to this Indenture and any Indebtedness of such Subsidiary and any Unrestricted SubsidiaryLiens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary at such time and, if the Indebtedness is not permitted to be incurred under Section 4.09 or the Lien is not permitted under Section 4.12, the Company shall be in default of such section. (c) The Issuer Company may revoke any Designation of a redesignate an Unrestricted Subsidiary as an Unrestricted a Restricted Subsidiary (a “RevocationRedesignation”) only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such RevocationRedesignation; and (ii2) all Liens Liens, Indebtedness and Indebtedness Investments of such Unrestricted Subsidiary outstanding immediately following such RevocationRedesignation would, if Incurred incurred or made at such time, would have been permitted to be Incurred incurred or made for all purposes of this Indenture. (d) The Designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. All Designations and Revocations Redesignations must be evidenced by an Officer’s Certificate resolutions of the IssuerBoard of Directors of the Company, delivered to the Trustee certifying compliance with the preceding foregoing provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company as an "Unrestricted Subsidiary Subsidiary" under this Indenture Section 3.13 (a “"Designation”") only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.183.16; (ii2) at the time of and after giving effect to such Designation, the Issuer Company could Incur U.S.$1.00 $1.00 of additional Indebtedness pursuant to Section 3.9(a);; and (iii3) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a3.10(a) (other than a Permitted Investment) in an amount (the “"Designation Amount”") equal to the amount of the Issuer’s Company's Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer Company nor any Restricted Subsidiary shall will at any time: (i1) provide credit support for, subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, or Guaranteeguarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); (ii2) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii3) be directly or indirectly liable for any Indebtedness which provides that the Holder 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, except for any non-recourse guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the Capital Stock of any Unrestricted Subsidiary, except: (a) in the case of Section 3.13(b) (1) or (2), to the extent treated and permitted as a Restricted Payment or Permitted Investment in accordance with Section 3.10 and as an Incurrence of Indebtedness permitted under Section 3.9, and (b) in the case of Section 3.13(b)(3), to the extent that the ability to declare a default or accelerate the payment, is limited to a default on the obligation or instrument of the Company or a Restricted Subsidiary treated as a Restricted Payment or Permitted Investment and Incurrence of Indebtedness in accordance with clause (a) above. (c) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “"Revocation”") only if: (i1) no No Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (ii2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this the Indenture. (d) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by an Officer’s Certificate of the Issuer, a Board Resolution delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company as an “Unrestricted Subsidiary Subsidiary” under this Indenture (a “Designation”) only if: (i) no Default or Event of Default shall have has occurred and be is continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18;Designation; and (ii) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a3.10(a) in an amount (the “Designation Amount”) equal to the amount of the IssuerCompany’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer Company nor any Restricted Subsidiary shall will at any time, except as permitted by Section 3.9 and Section 3.10: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) be directly or indirectly liable for any Indebtedness which provides that the Holder 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, except for any non-recourse Guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the Capital Stock of any Unrestricted Subsidiary. (c) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i) no Default or Event of Default shall have has occurred and be is continuing at the time of and after giving effect to such Revocation; and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this the Indenture. (d) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) all existing Investments of the Company and the Restricted Subsidiaries therein (valued at the Company’s proportional share of the fair market value of its assets less liabilities) will be deemed made at that time; (ii) all existing Capital Stock or Indebtedness of the Company or a Restricted Subsidiary held by it will be deemed Incurred at that time, and all Liens on property of the Company or a Restricted Subsidiary held by it will be deemed incurred at that time; (iii) all existing transactions between it and the Company or any Restricted Subsidiary will be deemed entered into at that time; (iv) it is released at that time from its Subsidiary Guarantee, if any; and (v) it will cease to be subject to the provisions of this Indenture as a Restricted Subsidiary. (e) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary, (i) all of its Indebtedness and Disqualified or Preferred Stock will be deemed Incurred at that time for purposes of Section 3.9; (ii) Investments therein previously charged under Section 3.10 will be credited thereunder; (iii) it may be required to issue a Subsidiary Guarantee; and (iv) it will thenceforward be subject to the provisions of this Indenture as a Restricted Subsidiary (and, if applicable, a Non-Guarantor Restricted Subsidiary). (f) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall will be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by an Officer’s Certificate Board Resolutions of the IssuerCompany’s Board of Directors, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation Designation; (2) such Subsidiary and any transactions between the Issuer or any of its Subsidiaries do not own any Capital Stock or Indebtedness of, or own or hold any Lien on any property of, the Company or any Restricted Subsidiaries and Subsidiary other than a Subsidiary of such Unrestricted Subsidiary are in compliance with Section 3.18;to be Designated; (3) either (i) such Subsidiary to be so Designated has consolidated assets of $1,000 or less or (ii) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to under Section 3.11(a) 3.10 in an the amount (the “Designation Amount”) equal to specified in the amount definition of the Issuer’s Investment in such Subsidiary on such date; Investment; and (iv4) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated Designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 3.13 if entered into immediately following such Designation. (b) The Company will cause each Subsidiary of the Company to be either (i) an Unrestricted Subsidiary in accordance with this section or (ii) party to and participant in the Cash Management Arrangements. (c) Neither the Issuer Company nor any Restricted Subsidiary shall will at any time: (i1) provide credit support for, subject any of its property or assets (other than the Capital Stock 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);Indebtedness); (ii2) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; orSubsidiary; (iii3) be directly or indirectly liable for any Indebtedness (other than a Bank Credit Facility) which provides that the Holder 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted SubsidiarySubsidiary; or (4) have any direct or indirect obligation to subscribe for additional Capital Stock of such Person or maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results. (cd) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; andRevocation; (ii2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this IndentureIndenture; and (3) such Subsidiary becomes on or before the date of Revocation a party to the Cash Management Arrangements. (de) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall will be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must Any such Designation or Revocation shall be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance by filing with the preceding provisionsTrustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may be, and an Officers’ Certificate certifying that such Designation or Revocation complied with the foregoing conditions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18;; and (ii) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii) the Issuer would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a) in an amount (the “Designation Amount”) equal to the amount of the Issuer’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only 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 Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (d) The Designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. All Designations and Revocations must be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (ai) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company as an “Unrestricted Subsidiary under this Indenture Subsidiary” hereunder (a “Designation”) only if: : (ia) such Subsidiary is not a Significant Subsidiary at the time of its Designation; (b) no Default or Event of Default shall have has occurred and be is continuing at the time of or after giving effect to such Designation Designation, and any transactions between the Issuer Company or any of its Restricted Subsidiaries Subsidiary and such Unrestricted Subsidiary are in compliance with Section 3.18; 10.9; and (ii) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iiic) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a) in an amount (the “Designation Amount”) equal to the amount of the Issuer’s Investment in such Subsidiary on such date; and10.11. (ivii) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer The Company or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer nor any Restricted Subsidiary shall will not at any time: , except as permitted by Section 10.10 and Section 10.11: (ia) provide credit support for, subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, or Guarantee, Guarantee any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); ; (iib) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or or (iiic) be directly or indirectly liable for any Indebtedness which provides that the Holder 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (ciii) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (ia) no Default or Event of Default shall have has occurred and be is continuing at the time of and after giving effect to such Revocation; and and (iib) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (iv) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (a) all existing Investments of the Company and the Restricted Subsidiaries therein (valued at the Company’s proportional share of the Fair Market Value of the assets of the Unrestricted Subsidiary less liabilities) will be deemed made at that time; (b) all existing Capital Stock or Indebtedness of the Company or a Restricted Subsidiary held by it will be deemed Incurred at that time, and all Liens on property of the Company or a Restricted Subsidiary held by it will be deemed incurred at that time; (c) all existing transactions between it and the Company or any Restricted Subsidiary will be deemed entered into at that time; and (d) it will cease to be subject to the provisions of this Indenture as a Restricted Subsidiary. (v) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary, (a) all of its Indebtedness and Disqualified or Preferred Stock will be deemed Incurred at that time for purposes of Section 10.10; (b) Investments therein previously charged under Section 10.11 will be credited thereunder; and (c) it will be subject to the provisions of this Indenture as a Restricted Subsidiary. The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall will be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by an Officer’s Certificate Board Resolutions of the IssuerCompany’s Board of Directors, delivered to the Trustee certifying with a certificate from an officer of the Company that certifies compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section ‎Section 3.18;; and (ii) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii) the Issuer would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section ‎Section 3.11(a) in an amount (the “Designation Amount”) equal to the amount of the Issuer’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only 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 Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (dc) The Designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. All Designations and Revocations must be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer Company (other than a Note Guarantor Xxxxxxx Xxxxxx) as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation Designation; (2) such Subsidiary and any transactions between the Issuer or any of its Subsidiaries do not own any Capital Stock or Indebtedness of, or own or hold any Lien on any property of, the Company or any Restricted Subsidiaries and Subsidiary other than a Subsidiary of such Unrestricted Subsidiary are in compliance with Section 3.18to be Designated; (3) either (i) such Subsidiary to be so Designated has consolidated assets of $1,000 or less or (ii) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to under Section 3.11(a) 3.10 in an the amount (the “Designation Amount”) equal to specified in the amount definition of the Issuer’s Investment in such Subsidiary on such dateInvestment; and (iv4) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated Designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 3.13 if entered into immediately following such Designation. (b) The Company will cause each Subsidiary to be either (i) an Unrestricted Subsidiary in accordance with this section or (ii) party to and participant in the Cash Management Arrangements. (c) Neither the Issuer Company nor any Restricted Subsidiary shall will at any time: (i1) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii2) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or; (iii3) be directly or indirectly liable for any Indebtedness (other than a Bank Credit Facility) which provides that the Holder 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary; or (4) have any direct or indirect obligation to subscribe for additional Capital Stock of such Person or maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results. (cd) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i1) no No Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and; (ii2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture; (3) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so Designated (including any Guarantee by the Company or any of its Restricted Subsidiaries of any Indebtedness of such Subsidiary) will be deemed to be a Restricted Investment made as of the time of such designation, and such Investment would be permitted to be made under Section 3.10; and (4) such Subsidiary becomes on or before the date of Revocation a party to the Cash Management Arrangements. (de) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall will be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by an Officer’s Certificate resolutions of the IssuerBoard of Directors of the Company, delivered to the Trustee certifying compliance with the preceding provisionsparagraphs (a) through (d) of this Section 3.19.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Until such time as the Company meets the Rating Condition, the Company may designate after the Issue Date date the Notes are issued any Restricted Subsidiary of the Issuer other than a Note Guarantor as an "Unrestricted Subsidiary Subsidiary" under this Indenture (a “"Designation”") only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18Designation; (ii) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii2) the Issuer Company would be permitted to make an Investment (other than a Permitted Investments, except a Permitted Investment covered by clause (8) or (9) of the definition thereof) at the time of Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph of Section 4.07 in an amount (the "Designation and treating Amount") equal to the Fair Market Value of the Company's interest in such Designation as an Investment Subsidiary on such date calculated in accordance with GAAP; and (3) the Company would be permitted under this Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.09 at the time of such Designation (assuming the effectiveness of such Designation) as ). In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 3.11(a) 4.07 for all purposes of this Indenture in an amount (the “Designation Amount”) equal to the amount of the Issuer’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (. The Company shall not, and its Subsidiaries) and the Issuer shall not cause or permit any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer nor any Restricted Subsidiary shall to, at any time: (i1) provide credit support for, for or subject any of its property or assets (other than the Capital Stock 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); (ii2) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii3) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary. (c) ), except any non-recourse guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the Capital Stock of an Unrestricted Subsidiary. All Subsidiaries of Unrestricted Subsidiaries shall automatically be deemed to be Unrestricted Subsidiaries. The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “"Revocation”") only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (ii2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred incurred at such time, would have been permitted to be Incurred incurred for all purposes of this Indenture. (d) The Designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. All Designations and Revocations must be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer may Company will not designate after the Issue Date any Subsidiary of the Issuer Company (other than a Note Guarantor newly created Subsidiary in which no Investment has previously been made) as an "Unrestricted Subsidiary Subsidiary" under this Indenture (a “"Designation”") only ifunless: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18Designation; (ii) at the time of and immediately after giving effect to such Designation, the Issuer could Incur U.S.$1.00 Phibro Animal Health would be able to incur $1.00 of additional Indebtedness pursuant to clause (c) of Section 3.9(a);4.12; and (iii) the Issuer Company would not be permitted to make prohibited under this Indenture from making an Investment at the time of Designation in an amount (assuming the effectiveness "Designation Amount") equal to the greater of (x) the book value of such Designation Restricted Subsidiary on such date and treating (y) the Fair Market Value of such Designation as Restricted Subsidiary on such date. In the event of any such Designation, the Company shall be deemed to have made an Investment at the time of Designation) as constituting a Restricted Payment pursuant to Section 3.11(a) 4.10 for all purposes of this Indenture in an amount (the “Designation Amount”) equal to the amount of the Issuer’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such DesignationAmount. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer may revoke any Designation of a Subsidiary as Company will not designate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Revocation”) only if"Redesignation"), unless: (i) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such RevocationRedesignation; and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation, if Incurred Redesignation shall be deemed to have been incurred at such time, would time and shall have been permitted to be Incurred incurred for all purposes of this Indenture. . An Unrestricted Subsidiary shall be deemed to be redesignated as a Restricted Subsidiary at any time if (da) the Company or any other Restricted Subsidiary (i) provides credit support for, or a guarantee of, any Indebtedness of such Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) or (ii) is directly or indirectly liable for any Indebtedness of such Unrestricted Subsidiary or (b) a default with respect to any Indebtedness of such Unrestricted Subsidiary (including any right which the holders thereof may have to take enforcement action against it) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity, except in the case of clause (a) to the extent permitted under Section 4.10. If any Unrestricted Subsidiary is (or is deemed to have been) redesignated as a Restricted Subsidiary, each Subsidiary of the Company that owns all or any portion of the Capital Stock of such Unrestricted Subsidiary shall be deemed to have been redesignated as a Restricted Subsidiary as well. All Designations and Redesignations must be evidenced by Board Resolutions delivered to the Trustee certifying compliance with the foregoing provisions. Subsidiaries that are not designated by the Board of Directors as Restricted or Unrestricted Subsidiaries will be deemed to be Restricted Subsidiaries. The Designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary shall be deemed to include the a Designation of all of the Subsidiaries of such Unrestricted Subsidiary as Unrestricted Subsidiaries. All Designations and Revocations must be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer Company, other than a Note Guarantor Kosmos Energy Holdings, as an “Unrestricted Subsidiary Subsidiary” under this Indenture (a “Designation”) only if: (i1) no Default or Event of Default shall have has occurred and be is continuing at the time of or after giving effect to such Designation and Designation; (2) any transactions between the Issuer Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18; (ii) at the time of are, and after giving effect to such DesignationDesignation will be, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to in compliance with Section 3.9(a)4.14; (iii3) such Subsidiary has no Debt other than Non-Recourse Debt; and (4) the Issuer Company would be permitted to make an Investment in an Unrestricted Subsidiary at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment in an Unrestricted Subsidiary at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a4.08(a) in an amount (the “Designation Amount”) equal to the amount of the IssuerCompany’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i1) no Default or Event of Default shall have has occurred and be is continuing at the time of and after giving effect to such Revocation; and (ii2) all Debt and Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (dc) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall will be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by a resolution of the Board of Directors of the Company and an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer may designate after the Issue Date any Subsidiary (including any newly formed or newly acquired Subsidiary) of the Issuer other than a Note Guarantor as an “Unrestricted Subsidiary Subsidiary” under this Indenture (a “Designation”) only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18;Designation; and (ii) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii2) the Issuer would be permitted to make an Investment make, at the time of Designation such Designation, (assuming the effectiveness of such Designation and treating such Designation as a) a Permitted Investment or (b) an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a) 3.3 above, in either case, in an amount (the “Designation Amount”) equal to the amount Fair Market Value of the Issuer’s Investment proportionate interest in such Subsidiary on such date; and. (ivb) the terms of No Subsidiary shall be Designated as an Unrestricted Subsidiary unless such Subsidiary: (1) has no Indebtedness other than Non-Recourse Debt; (2) is not party to any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary would unless the terms of the agreement, contract, arrangement or understanding are no less favorable to the Issuer or the Restricted Subsidiary than those that might be permitted under Section 3.18 if entered into immediately following such Designation.obtained at the time from Persons who are not Affiliates; (b3) Neither is a Person with respect to which neither the Issuer nor any Restricted Subsidiary shall at has any time: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 (i4) provide credit support for, subject any of its property has not guaranteed or assets (other than the Capital Stock 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); (ii) be otherwise directly or indirectly liable provided credit support for any Indebtedness of the Issuer or any Restricted Subsidiary, except for (a) any guarantee given solely to support the pledge by the Issuer or any Restricted Subsidiary of the Equity Interests of such Unrestricted Subsidiary, which guarantee is not recourse to the Issuer or any Restricted Subsidiary or (b) a Note Guarantee that shall be released pursuant to this Indenture upon such Designation. If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary; or (iii) 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 it shall thereafter cease to be accelerated or payable prior to its final scheduled maturity upon an Unrestricted Subsidiary for purposes of the occurrence of a default with respect to Indenture and any Indebtedness of the Subsidiary and any Unrestricted SubsidiaryLiens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary at such time and, if the Indebtedness is not permitted to be incurred under Section 3.2 or the Lien is not permitted under Section 3.6, the Issuer shall be in default of the applicable covenant. (c) The Issuer may revoke any Designation of a redesignate an Unrestricted Subsidiary as an Unrestricted a Restricted Subsidiary (a “RevocationRedesignation”) only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such RevocationRedesignation; and (ii2) all Liens Liens, Indebtedness and Indebtedness Investments of such Unrestricted Subsidiary outstanding immediately following such RevocationRedesignation would, if Incurred incurred or made at such time, would have been permitted to be Incurred incurred or made for all purposes of this Indenture. (d) The Designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. All Designations and Revocations Redesignations must be evidenced by an Officer’s Certificate resolutions of the Board of Directors of the Issuer, delivered to the Trustee certifying compliance with the preceding foregoing provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer IRSA may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor IRSA as an “Unrestricted Subsidiary Subsidiary” under this the Indenture (a “Designation”) only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18Designation; (ii2) at the time of and after giving effect to such Designation, the Issuer IRSA could Incur U.S.$1.00 $1.00 of additional Indebtedness pursuant to clause (l)(a) of Section 3.9(a)3.16; (iii3) the Issuer IRSA would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to the first paragraph of Section 3.11(a) 3.17 or as a Permitted Investment in an amount (the “Designation Amount”) equal to the amount of the IssuerIRSA’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (, and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer IRSA may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i1) no No Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (ii2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (d) . The Designation of a Subsidiary of the Issuer IRSA as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by an Officer’s Certificate resolutions of the IssuerBoard of Directors of IRSA, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company as an "Unrestricted Subsidiary Subsidiary" under this Indenture Section 3.13 (a “"Designation”") only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.183.17; (ii2) at the time of and after giving effect to such Designation, the Issuer Company could Incur U.S.$1.00 $1.00 of additional Indebtedness pursuant to Section 3.9(a);; and (iii3) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a3.10(a) (other than a Permitted Investment) in an amount (the “"Designation Amount”") equal to the amount of the Issuer’s Company's Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer Company nor any Restricted Subsidiary shall will at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) time be directly or indirectly liable for any Indebtedness which provides that the Holder 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, except (1) for any non-recourse guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the Capital Stock of any Unrestricted Subsidiary or (2) to the extent that the ability to declare a default or accelerate the payment is limited to a default or acceleration on the obligation or instrument of the Company or a Restricted Subsidiary treated as a Restricted Payment and Incurrence of Indebtedness incurred in accordance with Section 3.9 and Section 3.10. (c) The Issuer Company may revoke any Designation of a Subsidiary (other than a Receivables Subsidiary) as an Unrestricted Subsidiary (a “"Revocation”") only if: (i1) no No Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (ii2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this the Indenture. (d) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by an Officer’s Certificate of the Issuer, a Board Resolution delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company as an “Unrestricted Subsidiary Subsidiary” under this Indenture (a “Designation”) only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18;3.16; and (ii2) at except for the time Designation of a Subsidiary with less than $1,000 in total assets in which the Company and after giving effect to such Designationits Restricted Subsidiaries have made Investments of no more than $1,000, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to in accordance with Section 3.11(a) 3.10 in an amount (the “Designation Amount”) equal to the amount of the IssuerCompany’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer Company nor any Restricted Subsidiary shall will at any time: (i1) provide credit support for, subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, or Guaranteeguarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); (ii2) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii3) be directly or indirectly liable for any Indebtedness which provides that the Holder 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, except for any non-recourse guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the Capital Stock of any Unrestricted Subsidiary. (c) The Issuer Company may revoke any Designation of a Subsidiary (other than a Receivables Subsidiary) as an Unrestricted Subsidiary (a “Revocation”) only if: (i1) no No Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (ii2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (d) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by an Officer’s Certificate resolutions of the IssuerBoard of Directors of the Company, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company as an "Unrestricted Subsidiary Subsidiary" under this Indenture Section 3.13 (a “"Designation”") only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.183.17; (ii2) at the time of and after giving effect to such Designation, the Issuer Company could Incur U.S.$1.00 $1.00 of additional Indebtedness pursuant to Section 3.9(a);; and (iii3) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(aSection (a) (other than a Permitted Investment) in an amount (the “"Designation Amount”") equal to the amount of the Issuer’s Company's Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer Company nor any Restricted Subsidiary shall will at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) time be directly or indirectly liable for any Indebtedness which provides that the Holder 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, except (1) for any non-recourse guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the Capital Stock of any Unrestricted Subsidiary or (2) to the extent that the ability to declare a default or accelerate the payment is limited to a default or acceleration on the obligation or instrument of the Company or a Restricted Subsidiary treated as a Restricted Payment and Incurrence of Indebtedness incurred in accordance with Section 3.9 and Section 3.10. (c) The Issuer Company may revoke any Designation of a Subsidiary (other than a Receivables Subsidiary) as an Unrestricted Subsidiary (a “"Revocation”") only if: (i1) no No Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (ii2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this the Indenture. (d) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by an Officer’s Certificate of the Issuer, a Board Resolution delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation Designation; (2) such Subsidiary and any transactions between the Issuer or any of its Subsidiaries do not own any Capital Stock or Indebtedness of, or own or hold any Lien on any property of, the Company or any Restricted Subsidiaries and Subsidiary other than a Subsidiary of such Unrestricted Subsidiary are in compliance with Section 3.18to be Designated; (3) either (i) such Subsidiary to be so Designated has consolidated assets of $1,000 or less or (ii) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to under Section 3.11(a) 3.10 in an the amount (the “Designation Amount”) equal to specified in the amount definition of the Issuer’s Investment in such Subsidiary on such dateInvestment; and (iv4) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated Designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 3.13 if entered into immediately following such Designation. (b) The Company will cause each Subsidiary of the Company to be either (i) an Unrestricted Subsidiary in accordance with this section or (ii) party to and participant in the Cash Management Arrangements. (c) Neither the Issuer Company nor any Restricted Subsidiary shall will at any time: (i1) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii2) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or; (iii3) be directly or indirectly liable for any Indebtedness (other than a Bank Credit Facility) which provides that the Holder 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary; or (4) have any direct or indirect obligation to subscribe for additional Capital Stock of such Person or maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results. (cd) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i1) no No Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and; (ii2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture; and (3) such Subsidiary becomes on or before the date of Revocation a party to the Cash Management Arrangements. (de) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall will be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must Any such Designation or Revocation shall be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance by filing with the preceding provisionsTrustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may be, and an Officers’ Certificate certifying that such Designation or Revocation complied with the foregoing conditions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company as an “Unrestricted Subsidiary Subsidiary” under this Indenture Section 3.13 (a “Designation”) only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.183.16; (ii2) at the time of and after giving effect to such Designation, the Issuer Company could Incur U.S.$1.00 $1.00 of additional Indebtedness pursuant to Section 3.9(a);; and (iii3) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a3.10(a) (other than a Permitted Investment) in an amount (the “Designation Amount”) equal to the amount of the IssuerCompany’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer Company nor any Restricted Subsidiary shall will at any time: (i1) provide credit support for, subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, or Guaranteeguarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); (ii2) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii3) be directly or indirectly liable for any Indebtedness which provides that the Holder 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary., except for any non-recourse guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the Capital Stock of any Unrestricted Subsidiary, except: (c) in the case of Section 3.13(b)(1) or (2), to the extent treated and permitted as a Restricted Payment or Permitted Investment in accordance with Section 3.10 and as an Incurrence of Indebtedness permitted under Section 3.9, and (d) in the case of Section 3.13(b)(3), to the extent that the ability to declare a default or accelerate the payment, is limited to a default on the obligation or instrument of the Company or a Restricted Subsidiary treated as a Restricted Payment or Permitted Investment and Incurrence of Indebtedness in accordance with clause (a) above. (e) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (ii2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding Outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (df) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by an Officer’s Certificate of the Issuer, a Board Resolution delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer Company other than the Issuer or a Note Guarantor as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18; (ii) at the time of and after giving effect to such Designation, the Issuer Company could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a) in an amount (the “Designation Amount”) equal to the amount of the IssuerCompany’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated Designated (and its Subsidiaries) and the Issuer Company or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer Company nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only 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 Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (d) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company as an “Unrestricted Subsidiary Subsidiary” under this the Indenture (a “Designation”) only if: (i) no Default or Event of Default shall have has occurred and be is continuing at the time of or after giving effect to such Designation and any transactions between the Issuer Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18;3.14 and (ii) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a3.9(a) in an amount (the “Designation Amount”) equal to the amount of the IssuerCompany’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer Company nor any Restricted Subsidiary shall will at any time, except as permitted by Section 3.8 and Section 3.9: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) be directly or indirectly liable for any Indebtedness which provides that the Holder 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, except for any non-recourse Guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the Capital Stock of any Unrestricted Subsidiary. (c) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i) no Default or Event of Default shall have has occurred and be is continuing at the time of and after giving effect to such Revocation; and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this the Indenture. (d) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) all existing Investments of the Company and the Restricted Subsidiaries therein (valued at the Company’s proportional share of the fair market value of its assets less liabilities) will be deemed made at that time; (ii) all existing Capital Stock or Indebtedness of the Company or a Restricted Subsidiary held by it will be deemed Incurred at that time, and all Liens on property of the Company or a Restricted Subsidiary held by it will be deemed incurred at that time; (iii) all existing transactions between it and the Company or any Restricted Subsidiary will be deemed entered into at that time; (iv) it is released at that time from its Subsidiary Guarantee, if any; and (v) it will cease to be subject to the provisions of this Indenture as a Restricted Subsidiary. (e) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary, (i) all of its Indebtedness and Disqualified or Preferred Stock will be deemed Incurred at that time for purposes of Section 3.8; (ii) Investments therein previously charged under Section 3.9 will be credited thereunder; (iii) it may be required to issue a Subsidiary Guarantee; and (iv) it will thenceforward be subject to the provisions of this Indenture as a Restricted Subsidiary (and, if applicable, a Non-Guarantor Restricted Subsidiary). (f) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall will be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by an Officer’s Certificate Board Resolutions of the IssuerCompany’s Board of Directors, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation Designation; (2) such Subsidiary and any transactions between the Issuer or any of its Subsidiaries do not own any Capital Stock or Indebtedness of, or own or hold any Lien on any property of, the Company or any Restricted Subsidiaries and Subsidiary other than a Subsidiary of such Unrestricted Subsidiary are in compliance with Section 3.18to be Designated; (3) either (i) such Subsidiary to be so Designated has consolidated assets of $1,000 or less or (ii) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to under Section 3.11(a) 3.10 in an the amount (the “Designation Amount”) equal to specified in the amount definition of the Issuer’s Investment in such Subsidiary on such dateInvestment; and (iv4) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated Designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 3.13 if entered into immediately following such Designation. (b) The Company will cause each Subsidiary to be either (i) an Unrestricted Subsidiary in accordance with this section or (ii) party to and participant in the Cash Management Arrangements. (c) Neither the Issuer Company nor any Restricted Subsidiary shall will at any time: (i1) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii2) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or; (iii3) be directly or indirectly liable for any Indebtedness (other than a Bank Credit Facility) which provides that the Holder 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary; or (4) have any direct or indirect obligation to subscribe for additional Capital Stock of such Person or maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results. (cd) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i1) no No Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and; (ii2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture; (3) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so Designated (including any Guarantee by the Company or any of its Restricted Subsidiaries of any Indebtedness of such Subsidiary) will be deemed to be a Restricted Payment made as of the time of such designation, and such Investment would be permitted to be made under Section 3.10; and (4) such Subsidiary becomes on or before the date of Revocation a party to the Cash Management Arrangements. (de) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall will be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must Any such Designation or Revocation shall be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance by filing with the preceding provisionsTrustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may be, and an Officers’ Certificate certifying that such Designation or Revocation complied with the foregoing conditions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate after the Issue Date any Subsidiary (including any newly formed or newly acquired Subsidiary or a Person becoming a Subsidiary through amalgamation, merger or consolidation or Investment therein) of the Issuer other than a Note Guarantor as an Unrestricted Subsidiary under this Indenture (a “"Designation”") only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18;Designation; and (ii) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii2) the Issuer would be permitted to make an Investment make, at the time of Designation such Designation, (assuming the effectiveness of such Designation and treating such Designation as a) a Permitted Investment or (b) an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a) 4.7(a), in either case, in an amount (the “"Designation Amount”") equal to the amount Fair Market Value of the Issuer’s Investment 's proportionate interest in such Subsidiary on such date; and. (ivb) No Subsidiary shall be Designated as an Unrestricted Subsidiary unless: (1) all of the terms Indebtedness of any Affiliate Transaction existing on such Subsidiary and its Subsidiaries shall, at the date of such Designation between Designation, consist of Non-Recourse Debt, except for any guarantee given solely to support the Subsidiary being designated (and its Subsidiaries) and pledge by the Issuer or any Restricted Subsidiary of the Equity Interests of such Unrestricted Subsidiary, which guarantee is not recourse to the Issuer or any Restricted Subsidiary; (2) on the date such Subsidiary is Designated an Unrestricted Subsidiary, such Subsidiary is not party to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary unless the terms of the agreement, contract, arrangement or understanding are not materially less favourable to the Issuer or the Restricted Subsidiary than those that would be permitted under Section 3.18 if entered into immediately following such Designation.obtained at the time from Persons who are not Affiliates of the Issuer; (b3) Neither such Subsidiary is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiary shall at Subsidiaries has any time:direct or indirect obligation (a) to subscribe for additional Equity Interests of such Person 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 (i4) provide credit support for, subject any of its property such Subsidiary has not guaranteed or assets (other than the Capital Stock 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); (ii) be otherwise directly or indirectly liable provided credit support for any Indebtedness of the Issuer or any Restricted Subsidiary unless such guarantee is released concurrent with such Designation. Any such Designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Issuer giving effect to such Designation and an Officers' Certificate certifying that such Designation complies with the foregoing conditions. If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary; or (iii) 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 it shall thereafter cease to be accelerated or payable prior to its final scheduled maturity upon the occurrence an Unrestricted Subsidiary for purposes of a default with respect to this Indenture and any Indebtedness of the Subsidiary and any Unrestricted SubsidiaryLiens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary at such time and, if the Indebtedness is not permitted to be incurred under Section 4.9 or the Lien is not permitted under Section 4.12, the Issuer shall be in default of the applicable covenant. (c) The Board of Directors of the Issuer may revoke any Designation of a Subsidiary as redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Revocation”"Redesignation") only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such RevocationRedesignation; and (ii2) all Liens Liens, Indebtedness and Indebtedness Investments of such Unrestricted Subsidiary outstanding immediately following such RevocationRedesignation would, if Incurred incurred or made at such time, would have been permitted to be Incurred incurred or made for all purposes of this Indenture. (d) The Designation . Any such Redesignation shall be evidenced to the Trustee by filing with the Trustee a resolution of a Subsidiary the Board of Directors of the Issuer as giving effect to such designation and an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of Officers' Certificate certifying that such Subsidiary as Unrestricted Subsidiaries. All Designations and Revocations must be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance Redesignation complies with the preceding provisionsforegoing conditions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer may Company shall not designate after the Issue Date any Subsidiary of the Issuer Company (other than a Note Guarantor newly created Subsidiary in which no Investment has previously been made) as an "Unrestricted Subsidiary Subsidiary" under this Indenture (a “"Designation”") only ifunless: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18Designation; (ii) at the time of and immediately after giving effect to such Designation, the Issuer could Incur U.S.$1.00 Company would be able to incur $1.00 of additional Indebtedness pursuant to (other than Permitted Indebtedness) under the covenant described under Section 3.9(a);4.12; and (iii) the Issuer Company would not be permitted to make prohibited under this Indenture from making an Investment at the time of Designation in an amount (assuming the effectiveness "Designation Amount") equal to the greater of (x) the book value of such Designation Restricted Subsidiary on such date and treating (y) the Fair Market Value of such Designation as Restricted Subsidiary on such date. In the event of any such Designation, the Company shall be deemed to have made an Investment at the time of Designation) as constituting a Restricted Payment pursuant to Section 3.11(a) 4.10 for all purposes of this Indenture in an amount (the “Designation Amount”) equal to the amount of the Issuer’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such DesignationAmount. (b) Neither the Issuer nor any Restricted Subsidiary The Company shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer may revoke any Designation of a Subsidiary as not designate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Revocation”) only if"Redesignation"), unless: (i) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such RevocationRedesignation; and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation, if Incurred Redesignation shall be deemed to have been incurred at such time, would time and shall have been permitted to be Incurred incurred for all purposes of this Indenture. An Unrestricted Subsidiary shall be deemed to be redesignated as a Restricted Subsidiary at any time if (a) the Company or any other Restricted Subsidiary (i) provides credit support for, or a guarantee of, any Indebtedness of such Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) or (ii) is directly or indirectly liable for any Indebtedness of such Unrestricted Subsidiary or (b) a default with respect to any Indebtedness of such Unrestricted Subsidiary (including any right which the holders thereof may have to take enforcement action against it) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity, except in the case of clause (a) to the extent permitted under Section 4.10. (dc) All Designations and Redesignations must be evidenced by Board Resolutions delivered to the Trustee certifying compliance with the foregoing provisions. Subsidiaries that are not designated by the Board of Directors as Restricted or Unrestricted Subsidiaries will be deemed to be Restricted Subsidiaries. The Designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary shall be deemed to include the a Designation of all of the Subsidiaries of such Unrestricted Subsidiary as Unrestricted Subsidiaries. All Designations and Revocations must be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company (including any newly acquired or newly formed Subsidiary of the Company, but excluding either Issuer) as an "Unrestricted Subsidiary Subsidiary" under this Indenture (a “"Designation”") only if: (i1) no Default or Event of Default shall have has occurred and be is continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18; (ii) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii2) the Issuer would Subsidiary to be permitted to make an Investment so designated and its Subsidiaries do not at the time of Designation own any Capital Stock or Indebtedness of, or own or hold any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary so designated; (assuming 3) the effectiveness of such Designation Subsidiary to be so designated and treating such Designation as an Investment its Subsidiaries do not at the time of Designation) as a Restricted Payment Designation have and do not thereafter Incur any Indebtedness pursuant to Section 3.11(a) in an amount (which the “Designation Amount”) equal lender has recourse to the amount any of the Issuer’s Investment in such Subsidiary on such dateassets of the Company or any of its Restricted Subsidiaries; and (iv4) either (x) the terms Subsidiary to be so designated has total consolidated assets of any Affiliate Transaction existing on the date of $1,000 or less or (y) if such Subsidiary has consolidated assets greater than $1,000, then such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) 3.9. The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “"Revocation”") only if, immediately after giving effect such Revocation: (i1) no Default (x) the Company could Incur at least $1.00 of additional Indebtedness under paragraph (a) of Section 3.8 or Event (y) the Consolidated Net Fixed Charge Coverage Ratio of Default shall have occurred and the Company would be continuing at the time of and after giving effect greater than immediately prior to such Revocation; and, in each case on a pro forma basis taking into account such Revocation; (ii2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture.; and (d3) The no Default or Event of Default has occurred and is continuing after giving effect to such Revocation. Each Designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. All Designations and Revocations Revocation must be evidenced by an Officer’s Certificate of the Issuer, delivered promptly delivering to the Trustee a Board Resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may, and an Officer's Certificate certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company as an “Unrestricted Subsidiary Subsidiary” under this Indenture (a “Designation”) only if: (i) no Default or Event of Default shall have has occurred and be is continuing at the time of or after giving effect to such Designation and any transactions between the Issuer Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.183.14; (ii) at the time of and after giving effect to such Designation, the Issuer Company could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a3.8(a);; and (iii) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a3.9(a) in an amount (the “Designation Amount”) equal to the amount of the IssuerCompany’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i) no Default or Event of Default shall have has occurred and be is continuing at the time of and after giving effect to such Revocation; and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (dc) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by an Officer’s Certificate a Board Resolution of the IssuerBoard of Directors of the Company and an Officers’ Certificate, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Restricted Subsidiary of the Issuer other than a Note Guarantor Company as an “Unrestricted Subsidiary Subsidiary” under this Indenture (a “Designation”) only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18Designation; (ii) at the time of and after giving effect to such Designation, the Issuer Company could Incur U.S.$1.00 US$1.00 of additional Indebtedness pursuant to Section 3.9(a3.8(a); (iii) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a3.9(a) in an amount (the “Designation Amount”) equal to the amount of the IssuerCompany’s Investment in such Subsidiary on such date; , except that this clause (iii) shall not apply to any Investment deemed to be made by the Company or any Restricted Subsidiary in the Polysilicon Group in connection with the Polysilicon Restructuring, provided that (A) the Board of Directors of the Company has determined in good faith upon the advice of duly qualified counsel that the Designation of Subsidiaries in the Polysilicon Group as Unrestricted Subsidiaries is necessary to obtain approval from the relevant Qualified Exchange for the Polysilicon Restructuring, (B) such Designation of Subsidiaries in the Polysilicon Group as Unrestricted Subsidiaries is made conditional upon the completion of a Qualified IPO and shall be revoked by the Company in accordance with the requirements of Section 3.13(c) in the event of a determination by LDK Silicon & Chemical (or a Subsidiary of the Company through which the Company directly or indirectly holds all of its interests in the Polysilicon Group prior to the completion of a Qualified IPO) not to proceed with a Qualified IPO, such Subsidiaries are designated Unrestricted Subsidiaries by the Company at such time in accordance with this Section 3.13 (including this clause (iii) without the permission under this exception), (C) the members of the Restructuring Group remain Subsidiaries of the Company, and (D) following such Designation of Subsidiaries in the Polysilicon Group as Unrestricted Subsidiaries, the Company and its Restricted Subsidiaries will be in compliance with the limitations set forth in Section 3.13(b); (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated Designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 3.17 if entered into immediately following such Designation; (v) such Restricted Subsidiary does not own any Disqualified Capital Stock of the Company or Disqualified Capital Stock or Preferred Stock of another Restricted Subsidiary or hold any Indebtedness of, or any Lien on any property of, the Company or any Restricted Subsidiary, if such Disqualified Capital Stock or Preferred Stock or Indebtedness could not be Incurred under Section 3.8; and (vi) such Restricted Subsidiary does not own any Voting Stock of another Restricted Subsidiary, and all of its Subsidiaries are Unrestricted Subsidiaries or are concurrently being designated as Unrestricted Subsidiaries in accordance with this Section 3.13(a). (b) Neither the Issuer Company nor any Restricted Subsidiary shall will at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) be directly or indirectly liable for any Indebtedness which provides that the Holder 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary., (c) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i) no 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 Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred incurred at such time, would have been permitted to be Incurred incurred for all purposes of this Indenture; (iii) after giving effect to such Revocation, such Subsidiary is not a Subsidiary of an Unrestricted Subsidiary (that is not concurrently being Designated as a Restricted Subsidiary); and (iv) if such Restricted Subsidiary is not organized under the laws of the PRC, subject to the provisions in Section 10.1 and Section 10.2, such Restricted Subsidiary shall upon such Revocation execute and deliver to the Trustee a supplemental indenture to this Indenture by which such Restricted Subsidiary will become a Subsidiary Guarantor. (d) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall will be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries and the above requirements will apply to all such Unrestricted Subsidiaries. All Designations and Revocations must be evidenced by an Officer’s Certificate resolutions of the IssuerBoard of Directors of the Company, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company (including any newly acquired or newly formed Subsidiary of the Company, but excluding either Issuer) as an “Unrestricted Subsidiary Subsidiary” under this Indenture (a “Designation”) only if: (i1) no Default or Event of Default shall have has occurred and be is continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18; (ii) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii2) the Issuer would Subsidiary to be permitted to make an Investment so designated and its Subsidiaries do not at the time of Designation own any Capital Stock or Indebtedness of, or own or hold any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary so designated; (assuming 3) the effectiveness of such Designation Subsidiary to be so designated and treating such Designation as an Investment its Subsidiaries do not at the time of Designation) as a Restricted Payment Designation have and do not thereafter Incur any Indebtedness pursuant to Section 3.11(a) in an amount (which the “Designation Amount”) equal lender has recourse to the amount any of the Issuer’s Investment in such Subsidiary on such dateassets of the Company or any of its Restricted Subsidiaries; and (iv4) either (x) the terms Subsidiary to be so designated has total consolidated assets of any Affiliate Transaction existing on the date of $1,000 or less or (y) if such Subsidiary has consolidated assets greater than $1,000, then such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) 3.9. The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect such Revocation: (i1) no Default (x) the Company could Incur at least $1.00 of additional Indebtedness under paragraph (a) of Section 3.8 or Event (y) the Consolidated Net Fixed Charge Coverage Ratio of Default shall have occurred and the Company would be continuing at the time of and after giving effect greater than immediately prior to such Revocation; and, in each case on a pro forma basis taking into account such Revocation; (ii2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture.; and (d3) The no Default or Event of Default has occurred and is continuing after giving effect to such Revocation. Each Designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. All Designations and Revocations Revocation must be evidenced by promptly delivering to the Trustee a Board Resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may, and an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a1) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company as an Unrestricted Subsidiary under this the Supplemental Indenture (a “Designation”) only if: (ia) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and Designation, any transactions between the Issuer Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18;3.7 and such Designation does not cause a default or event of default under a Bank Credit Facility; and (ii) at the time of and after giving effect to such Designation, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iiib) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to the first paragraph of Section 3.11(a) 3.3 in an amount (the “Designation Amount”) equal to the amount of the IssuerCompany’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b2) Neither the Issuer Company nor any Restricted Subsidiary shall will at any time: (ia) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (iib) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iiic) be directly or indirectly liable for any Indebtedness which provides that the Holder 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, except for any non-recourse Guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the Capital Stock of any Unrestricted Subsidiary for which recourse to the Company or any Restricted Subsidiary is limited to such Capital Stock, except: (i) in the case of clause (2)(a) or (b) above, to the extent treated and permitted as a Restricted Payment or Permitted Investment in accordance with Section 3.3 and as an Incurrence of Indebtedness permitted under Section 3.1 and, (ii) in the case of clause (2)(c) above, to the extent that the ability to declare a default or accelerate the payment is limited to a default on or an acceleration of an obligation or instrument of the Company or a Restricted Subsidiary treated as a Restricted Payment or Permitted Investment and Incurrence of Indebtedness incurred in accordance with clause (a) above. (c3) Paragraphs (1) and (2) above will not apply to a Designation of a Receivables Subsidiary as long as such Designation does not cause a Default or Event of Default or a default or event of default under a Bank Credit Facility. (4) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (ia) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; andRevocation and such Revocation does not result in a default or event of default under a Bank Credit Facility; (iib) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this the Indenture and the Supplemental Indenture; (c) the terms of any Affiliate Transaction between the Subsidiary being Designated (and its Subsidiaries) would be permitted under Section 3.7 if entered into immediately following such Designation; and (d) if required under Section 3.2, such Subsidiary becomes a Guarantor as provided therein and if required under Section 9.6, such Subsidiary becomes a Note Guarantor, in each case concurrently with such Revocation. (de) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall will be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by an Officer’s Certificate resolutions of the IssuerBoard of Directors of the Company, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company as an “Unrestricted Subsidiary Subsidiary” under this Indenture (a “Designation”) only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.183.17; (ii2) at the time of and after giving effect to such Designation, the Issuer Company could Incur U.S.$1.00 US$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii3) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a) or as a Permitted Investment in an amount (the “Designation Amount”) equal to the amount of the IssuerCompany’s Investment in such Subsidiary on such date; , and (iv4) at the terms of any Affiliate Transaction existing on the date time of such Designation between Designation, neither the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer Company nor any Restricted Subsidiary shall at any timewill: (i1) provide credit support for, subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, or Guarantee, any Indebtedness of any Unrestricted such Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); (ii2) be directly or indirectly liable for any Indebtedness of any Unrestricted such Subsidiary; or (iii3) be directly or indirectly liable for any Indebtedness which provides that the Holder 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of such Subsidiary, except for any Unrestricted non- recourse Guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the Capital Stock of such Subsidiary. (cb) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i1) no No Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (ii2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (dc) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by an Officer’s Certificate resolutions of the IssuerBoard of Directors of the Company, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor Company as an “Unrestricted Subsidiary Subsidiary” under this Indenture (a “Designation”) only if: (i1) no Default or Event of Default shall have has occurred and be is continuing at the time of or after giving effect to such Designation and Designation; (2) any transactions between the Issuer Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18; (ii) at the time of are, and after giving effect to such DesignationDesignation will be, the Issuer could Incur U.S.$1.00 of additional Indebtedness pursuant to in compliance with Section 3.9(a)4.14; (iii3) such Subsidiary has no Debt other than Non-Recourse Debt; and (4) the Issuer Company would be permitted to make an Investment in an Unrestricted Subsidiary at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment in an Unrestricted Subsidiary at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a4.08(a) in an amount (the “Designation Amount”) equal to the amount of the IssuerCompany’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (i1) no Default or Event of Default shall have has occurred and be is continuing at the time of and after giving effect to such Revocation; and (ii2) all Debt and Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (dc) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall will be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by a resolution of the Board of Directors of the Company and an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer Company may designate after the Issue Date any Subsidiary of the Issuer Company other than the Issuer or a Note Guarantor as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18; (ii) at the time of and after giving effect to such Designation, the Issuer Company could Incur U.S.$1.00 of additional Indebtedness pursuant to Section 3.9(a); (iii) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a) in an amount (the “Designation Amount”) equal to the amount of the IssuerCompany’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer Company or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) Neither the Issuer Company nor any Restricted Subsidiary shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only 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 Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (d) The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. All Designations and Revocations must be evidenced by an Officer’s Certificate of the IssuerCompany, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer may designate after the Issue Date any Subsidiary of the Issuer other than a Note Guarantor as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (i1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18Designation; (ii2) at the time of and after giving effect to such Designation, the Issuer Company could Incur U.S.$1.00 $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 3.9(a);3.9; and ----------- (iii3) the Issuer Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to Section 3.11(a) ------- 3.10 in an amount (the “"Designation Amount”") equal to the amount of the Issuer’s ---- ------------------ Company's Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such Designation. (b) . Neither the Issuer Company nor any Restricted Subsidiary shall will at any time: (i1) provide credit support for, subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, or Guaranteeguarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness);; or (ii2) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or , except, in the case of (iii1) be directly or indirectly liable for any Indebtedness which provides that (2), to the Holder thereof may (upon notice, lapse of time extent treated and permitted as a Restricted Payment or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default Permitted Investment in accordance with respect to any Indebtedness of any Unrestricted Subsidiary. (c) Section 3.10 ------------ and permitted under Section 3.9. ----------- The Issuer Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “"Revocation”") only if:: ---------- (i1) no No Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (ii2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such RevocationRevocation would, if Incurred at such time, would have been permitted to be Incurred for all purposes of this Indenture. (d) . The Designation of a Subsidiary of the Issuer Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted SubsidiariesSubsidiary. All Designations and Revocations must be evidenced by an Officer’s Certificate resolutions of the IssuerBoard of Directors of the Company, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer may Company shall not designate after the Issue Date any Subsidiary of the Issuer Company (other than a Note Guarantor newly created Subsidiary in which no Investment has previously been made) as an "Unrestricted Subsidiary Subsidiary" under this Indenture (a “"Designation”") only ifunless: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Issuer or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 3.18Designation; (ii) at the time of and immediately after giving effect to such Designation, the Issuer could Incur U.S.$1.00 Company would be able to incur $1.00 of additional Indebtedness pursuant to (other than Permitted Indebtedness) under Section 3.9(a4.10(a);; and (iii) the Issuer Company would not be permitted to make prohibited under this Indenture from making an Investment at the time of Designation in an amount (assuming the effectiveness "Designation Amount") equal to the greater of (x) the book value of such Designation Restricted Subsidiary on such date and treating (y) the Fair Market Value of such Designation as Restricted Subsidiary on such date. In the event of any such Designation, the Company shall be deemed to have made an Investment at the time of Designation) as constituting a Restricted Payment pursuant to Section 3.11(a) 4.11 for all purposes of this Indenture in an amount (the “Designation Amount”) equal to the amount of the Issuer’s Investment in such Subsidiary on such date; and (iv) the terms of any Affiliate Transaction existing on the date of such Designation between the Subsidiary being designated (and its Subsidiaries) and the Issuer or any Restricted Subsidiary would be permitted under Section 3.18 if entered into immediately following such DesignationAmount. (b) Neither the Issuer nor any Restricted Subsidiary The Company shall at any time: (i) provide credit support for, subject any of its property or assets (other than the Capital Stock 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); (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (iii) 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 its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Issuer may revoke any Designation of a Subsidiary as not designate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Revocation”) only if"Redesignation"), unless: (i) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such RevocationRedesignation; and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation, if Incurred Redesignation shall be deemed to have been incurred at such time, would time and shall have been permitted to be Incurred incurred for all purposes of this Indenture. An Unrestricted Subsidiary shall be deemed to be redesignated as a Restricted Subsidiary at any time if (a) the Company or any other Restricted Subsidiary (i) provides credit support for, or a guarantee of, any Indebtedness of such Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) or (ii) is directly or indirectly liable for any Indebtedness of such Unrestricted Subsidiary or (b) a default with respect to any Indebtedness of such Unrestricted Subsidiary (including any right which the holders thereof may have to take enforcement action against it) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity, except in the case of clause (a) to the extent permitted under Section 4.11. (dc) All Designations (other than with respect to the Company's Subsidiaries in China) and Redesignations shall be evidenced by Board Resolutions delivered to the Trustee certifying compliance with the foregoing provisions. Subsidiaries that are not designated by the Board of Directors as Restricted or Unrestricted Subsidiaries will be deemed to be Restricted Subsidiaries. The Designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary shall be deemed to include the a Designation of all of the Subsidiaries of such Unrestricted Subsidiary as Unrestricted Subsidiaries. All Designations and Revocations must be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with the preceding provisions.