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

Limitation on Designations of Unrestricted Subsidiaries. The Company may, on or after the Issue Date, designate any Subsidiary of the Company (other than a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a Guarantor) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (2) the Company would be permitted under this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the sum of (A) the Fair Market Value of the Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such date; and (3) the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 4.04 for all purposes of this Indenture. The Company shall not, and shall not permit any Restricted Subsidiary to, at any time:

Limitation on Designations of Unrestricted Subsidiaries. The Company may, on or may designate after the Issue Date, designate Date any Subsidiary of the Company (other than a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a Guarantor) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (1a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;; and (2b) the Company would be permitted under this Indenture to make an Investment (other than a Permitted Investment but not other than Permitted Investments referred to in clause (5) or (6) in the definition thereof) at the time of Designation (assuming the effectiveness of such Designation) pursuant to Section 4.9 in an amount (of the “Designation Amount. All Subsidiaries of Unrestricted Subsidiaries shall be automatically deemed to be Unrestricted Subsidiaries. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) equal if: (a) no Default or Event of Default shall have occurred and be continuing after giving effect to the sum of (A) the Fair Market Value of the Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such dateRevocation; and (3b) the Company would be all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 4.04 Incurred for all purposes of this Indenture. The All Designations and Revocations must be evidenced by filing by the Company shall not, with the Trustee of Board Resolutions and shall not permit any Restricted Subsidiary to, at any time:an Officers’ Certificate certifying compliance with the foregoing provisions.

Limitation on Designations of Unrestricted Subsidiaries. (a) The Company may, on or after the Issue Date, may designate any Subsidiary of the Company (other than a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a Guarantor) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (1i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (2ii) the Company would be permitted under this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) pursuant to Section 10.09 in an amount (the “Designation Amount”) equal to the sum of (A) the Fair Market Value of the Capital Stock of Company’s interest in such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such date; and (3iii) the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03 10.08(a) at the time of such Designation (assuming the effectiveness of such Designation). . (b) In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 10.09 for all purposes of this Indenture in the Designation Amount pursuant Amount. (c) All Subsidiaries of Unrestricted Subsidiaries shall automatically be deemed to Section 4.04 be Unrestricted Subsidiaries. (d) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if: (i) no 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 would, if incurred at such time, have been permitted to be incurred for all purposes of this Indenture. The . (e) All Designations and Revocations must be evidenced by board resolutions of the Company shall not, and shall not permit any Restricted Subsidiary to, at any time:delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Designations of Unrestricted Subsidiaries. (a) The Board of Directors of the Company maymay designate (a "Designation") any Restricted Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary of the Company, on or after so long as such Designation would not cause a Default. (b) For purposes of making the Issue Datedetermination of whether such Designation would cause a Default, designate the portion of the fair market value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, shall be deemed to be an Investment. Such Designation will be permitted only if such Investment would be a Permitted Investment or would otherwise be permitted at such time under Section 8.2. (other than c) The Board of Directors of the Company may revoke any Designation of a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a Guarantor) as an “Unrestricted Subsidiary” under this Indenture Subsidiary (a “Designation”) only if:"Revocation"); provided that (1) no Default or Event of Default shall have occurred and be continuing exists at the time of or after giving effect to such Designation;Revocation; and (2) the Company would be permitted under this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the sum of (A) the Fair Market Value of the Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date all Liens and (B) the aggregate amount of Indebtedness of such Unrestricted Subsidiary owed to the Company and the Restricted Subsidiaries on outstanding immediately after such date; and (3) the Company would be Revocation would, if incurred at such time, have been permitted to incur $1.00 of additional Indebtedness be incurred (other than Permitted Indebtedness) pursuant to Section 4.03 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, the Company and shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 4.04 been incurred) for all purposes of this Indenture. The Company shall not, and shall not permit any Restricted Subsidiary to, at any time:Agreement.

Limitation on Designations of Unrestricted Subsidiaries. The Company may, on or after the Issue Date, designate any Subsidiary of the Company (other than a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a Guarantor) as an “"Unrestricted Subsidiary” " under this Indenture (a “"Designation”") only if: (1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (2) the Company would be permitted under this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the sum of (A) the Fair Market Value of the Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such date; and (3) the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 4.04 for all purposes of this Indenture. The Company shall not, and shall not permit any Restricted Subsidiary to, at any time:

Limitation on Designations of Unrestricted Subsidiaries. (a) The Board of Directors of the Company maymay designate (a "Designation") any Restricted Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary of the Company, on or after so long as such Designation would not cause a Default. (b) For purposes of making the Issue Datedetermination of whether such Designation would cause a Default, designate the portion of the fair market value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, shall be deemed to be an Investment. Such Designation will be permitted only if such Investment would be a Permitted Investment or would otherwise be permitted at such time under Section 4.10. (other than c) The Board of Directors of the Company may revoke any Designation of a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a Guarantor) as an “Unrestricted Subsidiary” under this Indenture Subsidiary (a “Designation”) only if:"Revocation"); provided that (1) no Default or Event of Default shall have occurred and be continuing exists at the time of or after giving effect to such Designation;Revocation; and (2) the Company would be permitted under this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the sum of (A) the Fair Market Value of the Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date all Liens and (B) the aggregate amount of Indebtedness of such Unrestricted Subsidiary owed to the Company and the Restricted Subsidiaries on outstanding immediately after such date; and (3) the Company would be Revocation would, if incurred at such time, have been permitted to incur $1.00 of additional Indebtedness be incurred (other than Permitted Indebtedness) pursuant to Section 4.03 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, the Company and shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 4.04 been incurred) for all purposes of this Indenture. The . (d) Any such Designation or Revocation by the Board of Directors of the Company after the Issue Date shall not, be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Company giving effect to such Designation or Revocation and shall not permit any Restricted Subsidiary to, at any time:an Officers' Certificate certifying that such Designation or Revocation complied with the foregoing provisions.

Limitation on Designations of Unrestricted Subsidiaries. The Company may, on or after the Issue Date, may designate any Subsidiary of the Company (other than a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a GuarantorSubsidiary) as an “"Unrestricted Subsidiary” " under this the Indenture (a “"Designation”") only if: (1a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;; and (2b) the Company would be permitted under this the Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the sum of (Ai) the Fair Market Value fair market value of the Capital Stock of such Subsidiary owned by the Company and/or any of and the Restricted Subsidiaries on such date and (Bii) the aggregate amount of Indebtedness other Investments of such Subsidiary owed to the Company and the Restricted Subsidiaries in such Subsidiary on such date; and (3c) the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03 4.12 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 4.04 4.10 for all purposes of this IndentureIndenture in the Designation Amount. The Company shall not, and shall not permit any Restricted Subsidiary to, at any time (x) provide direct or indirect credit support for or a guarantee of any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Indebtedness), (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to 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), except, in the case of clause (x) or (y), to the extent permitted under Section 4.10 The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation"), whereupon such Subsidiary shall then constitute a Restricted Subsidiary, if: (a) no Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time:, have been permitted to be incurred for all purposes of this Indenture. All Designations and Revocations must be evidenced by Board Resolutions of the Company certifying compliance with the foregoing provisions. ARTICLE FIVE SUCCESSOR CORPORATION

Limitation on Designations of Unrestricted Subsidiaries. (a) The Company may, on or after the Issue Date, may designate any Subsidiary of the Company (other than a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a Guarantor) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (1i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (2ii) the Company would be permitted under this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) pursuant to Section 4.09 in an amount (the “Designation Amount”) equal to the sum of (A) the Fair Market Value of the Capital Stock of Company’s interest in such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such date; and (3iii) the Company would be permitted under this Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03 4.08(a) at the time of such Designation (assuming the effectiveness of such Designation). . (b) In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.09 for all purposes of this Indenture in the Designation Amount pursuant Amount. (c) All Subsidiaries of Unrestricted Subsidiaries shall automatically be deemed to Section 4.04 be Unrestricted Subsidiaries. (d) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if: (i) no 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 would, if incurred at such time, have been permitted to be incurred for all purposes of this Indenture. The . (e) All Designations and Revocations must be evidenced by a Board Resolution of the Company shall not, and shall not permit any Restricted Subsidiary to, at any time:delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Designations of Unrestricted Subsidiaries. The Company may, on or after the Issue Spin-Off Date, designate any Subsidiary of the Company (other than a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a GuarantorSubsidiary) as an “"Unrestricted Subsidiary” " under this Indenture (a “"Designation”") only if: (1a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (2b) the Company would be permitted under this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the sum of (Ai) the Fair Market Value of the Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (Bii) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such date; and (3c) the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Re- 100 -90- stricted Payment in the Designation Amount pursuant to Section 4.04 for all purposes of this Indenture. The Company shall not, and shall not permit any Restricted Subsidiary to, at any time:: (x) provide direct or indirect credit support for or a guarantee of any Indebtedness of any Unrestricted Subsidiary (including any undertaking agreement or instrument evidencing such Indebtedness); (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to 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), except, in the case of clause (x) or (y), to the extent permitted under Section 4.04 hereof. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary ("Revocation"), whereupon such Subsidiary shall then constitute a Restricted Subsidiary, if (a) no Default or Event of Default shall have occurred and be continuing at the time and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this Indenture. All Designations and Revocations must be evidenced by an Officers' Certificate of the Company delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Designations of Unrestricted Subsidiaries. The Company may, on or may designate after the Issue Date, designate Date any Subsidiary of the Company (other than a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a Guarantor) as an “"Unrestricted Subsidiary” " under this Indenture (a “"Designation”") only if: (1a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;; and (2b) the Company would be permitted under this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the sum of (A) the Fair Market Value of the Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such date; and (3) the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to clause (j) of Section 4.03 10.11 at the time of such Designation (assuming the effectiveness of such Designation). In The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation") if: (a) no Default shall have occurred and be continuing at the event time of any and after giving effect to such DesignationRevocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, the Company shall if incurred at such time, have been permitted to be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 4.04 incurred for all purposes of this Indenture. The Company All Designations and Revocations must be evidenced by Board Resolutions delivered to the Trustee together with an Officers' Certificate certifying compliance with the foregoing provisions. Any Receivables Subsidiary shall not, at all times be an Unrestricted Subsidiary and each of WPSI Inc. and Alamac Sub Holdings Inc. shall not permit any Restricted Subsidiary to, at any time:initially constitute an Unrestricted Subsidiary.

Limitation on Designations of Unrestricted Subsidiaries. The Company may, on or after the Issue Date, An Issuer may designate any Subsidiary of the Company (other than RTI Capital Corp., a Subsidiary of the Company Guarantor or any Subsidiary which owns Capital Stock of a Restricted Subsidiary or is a Guarantorholds any Collateral) as an “"Unrestricted Subsidiary” " under this Indenture (a “"Designation”") only if: : (1a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; ; (2b) the Company would be permitted under this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the sum of (A) the Fair Market Value of the Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such date; and and (3c) the Company would be permitted under this Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to paragraph (a) of Section 4.03 4.9 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 4.04 4.12 for all purposes of this IndentureIndenture in the Designation Amount. The Company In addition, (i) the Issuers shall not, and shall not permit any Restricted Subsidiary to, at any time provide credit support for, or a guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to 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), except in the case of clause (x) or (y) to the extent permitted under Section 4.12, and (ii) no Unrestricted Subsidiary shall at any time guarantee or otherwise provide credit support for any obligation of the Company or any Restricted Subsidiary (other than Indebtedness not under the New Credit Facility in amounts not to exceed $50.0 million in aggregate for all Unrestricted Subsidiaries). The Issuers may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation") if: (a) no Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens, Indebtedness and Affiliate Transactions of or involving such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time:, have been permitted to be incurred for all purposes of this Indenture. All Designations and Revocations must be evidenced by Board Resolutions of the Issuers delivered to the Trustee certifying compliance with this Section 4.18.

Limitation on Designations of Unrestricted Subsidiaries. The Company may, on or after the Issue Date, designate any Subsidiary of the Company (other than a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a GuarantorSubsidiary) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: : (1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; ; and (2) the Company would be permitted under this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the sum of (A) the Fair Market Value of the Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such date; and (3) the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 4.04 409 of this Indenture or a Permitted Investment in the Designation Amount for all purposes of this Indenture. The Company shall not, and shall not permit any Restricted Subsidiary to, at any time:.

Limitation on Designations of Unrestricted Subsidiaries. The Company may, on or after the Issue Date, may designate any Subsidiary of the Company (other than a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a GuarantorSubsidiary) as an “Unrestricted Subsidiary” Subsidiary under this Indenture (a “"Designation”") only if: (1a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;; and (2b) the Company would be permitted under this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the sum of (Ai) the Fair Market Value fair market value of the Capital Stock of such Subsidiary owned by the Company and/or any of and the Restricted Subsidiaries on such date and (Bii) the aggregate amount of Indebtedness other Investments of such Subsidiary owed to the Company and the Restricted Subsidiaries in such Subsidiary on such date; and (3c) the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03 4.12 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 4.04 4.10 for all purposes of this IndentureIndenture in the Designation Amount. The Company shall not, and shall not permit any Restricted Subsidiary to, at any time (x) provide direct or indirect credit support for or a guarantee of any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Indebtedness), (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to 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), except, in the case of clause (x) or (y), to the extent permitted under Section 4.10 The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation"), whereupon such Subsidiary shall then constitute a Restricted Subsidiary, if: (a) no Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time:, have been permitted to be incurred for all purposes of this Indenture. All Designations and Revocations must be evidenced by Board Resolutions of the Company certifying compliance with the foregoing provisions.

Limitation on Designations of Unrestricted Subsidiaries. (a) The Company may, on or after the Issue Date, may designate any Subsidiary of the Company (other than a Subsidiary of the Company which owns any Capital Stock of a of, or owns or holds any Lien on any property of, the Company or any Restricted Subsidiary or is a GuarantorSubsidiary) as an “"Unrestricted Subsidiary” " under this Indenture (a “"Designation”") only if: (1i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (2ii) the Company would be permitted under this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the sum of (Ai) the Fair Market Value fair market value of the Capital Stock of such Subsidiary owned by the Company and/or any of and the Restricted Subsidiaries on such date and (Bii) the aggregate amount of Indebtedness other Investments of such Subsidiary owed to the Company and the Restricted Subsidiaries in such Subsidiary on such date; and (3iii) the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03 5.12 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 4.04 5.3 for all purposes of this IndentureIndenture in the Designation Amount. The Company shall not, and shall not permit any Restricted Subsidiary to, at any time (x) provide direct or indirect credit support for or a guarantee of any Indebtedness of any Unrestricted Subsidiary (including a guarantee of any undertaking, agreement or instrument evidencing such Indebtedness), (y) be directly or indirectly liable with respect to any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable with respect to 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), except, in the case of clause (x) or (y), to the extent permitted under Section 5.3. (b) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation"), whereupon such Subsidiary shall then constitute a Restricted Subsidiary, 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 would, if incurred at such time:, have been permitted to be incurred for all purposes of this Indenture. All Designations and Revocations must be evidenced by Board Resolution of the Company certifying compliance with the foregoing provisions which shall be filed with the Trustee.

Limitation on Designations of Unrestricted Subsidiaries. (a) The Company may, on or after the Issue Date, may designate any Subsidiary of the Company (other than a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a GuarantorSub- sidiary) as an “"Unrestricted Subsidiary” " under this Indenture (a “"Designation”") only if: (1i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (2ii) the Company would be permitted under this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the sum of (Ai) the Fair Market Value fair market value of the Capital Stock of such Subsidiary owned by the Company and/or any of and the Restricted Subsidiaries on such date and (Bii) the aggregate amount of Indebtedness other Investments of such Subsidiary owed to the Company and the Restricted Subsidiaries in such Subsidiary on such date; and (3iii) the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to paragraph (a) of Section 4.03 4.04 at the time of Designation (assuming the effectiveness of such Designation). . (b) In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 4.04 4.03 for all purposes of this IndentureIndenture in the Designation Amount. The Company shall not, and shall not permit any Restricted Subsidiary to, at any time (x) provide direct or indirect credit support for or a guarantee of any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Indebtedness), (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to 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), except, in the case of clause (x) or (y), to the extent permitted under Section 4.03. (c) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation"), whereupon such Subsidiary shall then constitute a Restricted Subsidiary, if: (i) no 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 would, if incurred at such time:, have been permitted to be incurred for all purposes of this Indenture. (d) All Designations and Revocations must be evidenced by Board Resolutions of the Company delivered to the Trustee certifying compliance with the foregoing provisions. ARTICLE FIVE

Limitation on Designations of Unrestricted Subsidiaries. The Board of Directors of the Company may, on or after the Issue Date, may designate any Restricted Subsidiary of the Company (other than a any Restricted Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a GuarantorSubsidiary) as an “"Unrestricted Subsidiary” " under this Indenture (a “"Designation”") only if: (1i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;; and (2ii) except in the case of a newly organized Subsidiary in which the Company and the Restricted Subsidiaries have made an aggregate Investment of $1,000 or less or a Subsidiary formed in connection with a Securitization Transaction with the Company or one or more Restricted Subsidiaries, the Company would be permitted under this Indenture to make an Investment constituting a Restricted Payment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the sum of (A) the Fair Market Value of the Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of its Investments in such Subsidiary owed to the Company and the Restricted Subsidiaries on such date. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation"), whereupon such Subsidiary shall then constitute a Restricted Subsidiary, if: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (3b) the Company would be all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 4.04 incurred for all purposes of this Indenture. The All Designations and Revocations must be evidenced by Officers' Certificates of the Company shall not, and shall not permit any Restricted Subsidiary to, at any time:delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Designations of Unrestricted Subsidiaries. The At any time prior to the Fall-Away Event, the Board of Directors of the Company maymay designate (a "Designation") any Restricted Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary of the Company, on or after so long as such Designation would not cause a Default. For purposes of making the Issue Datedetermination of whether such Designation would cause a Default, designate the portion of the fair market value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries (other than excluding Permitted Investments) in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, shall be deemed to be a Restricted Payment. Such Designation will only be permitted if such Restricted Payment would be permitted at such time. The Board of Directors of the Company may revoke any Designation of a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a Guarantor) as an “Unrestricted Subsidiary” under this Indenture Subsidiary (a “Designation”) only if"Revocation"); provided that: (1a) 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; (2) the Company would be permitted under this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the sum of (A) the Fair Market Value of the Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such dateRevocation; and (3b) the Company would be all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such Revocation would, if incurred at such time, have been permitted to incur $1.00 of additional Indebtedness be incurred (other than Permitted Indebtedness) pursuant to Section 4.03 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, the Company and shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 4.04 been incurred) for all purposes of this Indenture. The Any such Designation or Revocation by the Board of Directors of the Company after the Issue Date shall not, be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Company giving effect to such Designation or Revocation and shall an Officers' Certificate certifying that such Designation or Revocation complied with the foregoing provisions. This Section 4.13 will not permit any Restricted Subsidiary to, at any time:apply after the Fall-Away Event.

Limitation on Designations of Unrestricted Subsidiaries. (a) The Company may, on or after the Issue Date, may designate any Subsidiary of the Company (other than a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a GuarantorSubsidiary) as an “"Unrestricted Subsidiary” " under this the Indenture (a “"Designation”") only if: (1i) no Default or Event of Default shall have occurred and be continuing at the time of or or, after giving effect to such Designation;; and (2ii) the Company would be permitted under this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the sum of (Ai) the Fair Market Value fair market value of the Capital Stock of such Subsidiary owned by the Company and/or any of and the Restricted Subsidiaries on such date and (Bii) the aggregate amount of Indebtedness other Investments of such Subsidiary owed to the Company and the Restricted Subsidiaries in such Subsidiary on such date; and (3iii) the Company would be permitted to incur Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03 4.09 at the time of Designation (assuming the effectiveness of such Designation). . (b) In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to the covenant described under Section 4.04 4.07 for all purposes of this IndentureIndenture in the Designation Amount. The Company shall not, and shall not permit any Restricted Subsidiary to, at any time (x) provide direct or indirect credit support for or a Guarantee of any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Indebtedness), (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to 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), except, in the case of clause (x) or (y), to the extent permitted under Section 4.07. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation"), whereupon such Subsidiary shall then constitute a Restricted Subsidiary, if: (i) no 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 would, if incurred at such time:, have been permitted to be incurred for all purposes of this Indenture. All Designations and Revocations must be evidenced by Board Resolutions of the Company delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Designations of Unrestricted Subsidiaries. The Board of Directors of the Company maymay designate (a "Designation") any Restricted Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary of the Company, on or after so long as such Designation would not cause a Default. For purposes of making the Issue Datedetermination of whether such Designation would cause a Default, designate the portion of the fair market value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries (other than excluding Permitted Investments) in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, shall be deemed to be a Restricted Payment. Such Designation will only be permitted if such Restricted Payment would be permitted at such time. The Board of Directors of the Company may revoke any Designation of a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a Guarantor) as an “Unrestricted Subsidiary” under this Indenture Subsidiary (a “Designation”) only if"Revocation"); provided that: (1a) 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; (2) the Company would be permitted under this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the sum of (A) the Fair Market Value of the Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such dateRevocation; and (3b) the Company would be all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such Revocation would, if incurred at such time, have been permitted to incur $1.00 of additional Indebtedness be incurred (other than Permitted Indebtedness) pursuant to Section 4.03 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, the Company and shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 4.04 been incurred) for all purposes of this Indenture. The Any such Designation or Revocation by the Board of Directors of the Company after the Issue Date shall not, be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Company giving effect to such Designation or Revocation and shall an Officers' Certificate certifying that such Designation or Revocation complied with the foregoing provisions. This Section 4.13 will not permit any Restricted Subsidiary to, at any time:apply after the Fall-Away Event.

Limitation on Designations of Unrestricted Subsidiaries. The Company may, on or after the Issue Date, may designate any Subsidiary of the Company (other than a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a GuarantorSubsidiary) as an “"Unrestricted Subsidiary” " under this Indenture (a “Designation”"DESIGNATION") only if: (1a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;; and (2b) the Company would be permitted under this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”"DESIGNATION AMOUNT") equal to the sum of (Ai) the Fair Market Value fair market value of the Capital Stock of such Subsidiary owned by the Company and/or any of and the Restricted Subsidiaries on such date and (Bii) the aggregate amount of Indebtedness other Investments of such Subsidiary owed to the Company and the Restricted Subsidiaries in such Subsidiary on such date; and (3c) the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to paragraph (a) of Section 4.03 4.04 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 4.04 4.03 for all purposes of this IndentureIndenture in the Designation Amount. The Company shall not, and shall not permit any Restricted Subsidiary to, at any time (x) provide direct or indirect credit support for or a guarantee of any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Indebtedness), (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to 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), except, in the case of clause (x) or (y), to the extent permitted under Section 4.03. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "REVOCATION"), whereupon such Subsidiary shall then constitute a Restricted Subsidiary, if: (a) no Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time:, have been permitted to be incurred for all purposes of this Indenture. All Designations and Revocations must be evidenced by Board Resolutions of the Company delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Designations of Unrestricted Subsidiaries. The Company may, on or after the Issue Date, designate any Subsidiary of the Company (other than a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a Guarantor) as an “Unrestricted Subsidiary” under this Supplemental Indenture (a “Designation”) only if: (1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (2) the Company would be permitted under this Supplemental Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the sum of (A) the Fair Market Value of the Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such date; and (3) the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03 at the time of Designation (assuming the effectiveness of such Designation). In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 4.04 for all purposes of this Supplemental Indenture. The Company shall not, and shall not permit any Restricted Subsidiary to, at any time:

Limitation on Designations of Unrestricted Subsidiaries. (a) The Company may, on or after the Issue Date, Board of Directors may designate any Subsidiary of the Company (other than a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary Guarantor, but including any newly acquired or is a Guarantornewly formed Subsidiary) as an “"Unrestricted Subsidiary” " under this Indenture (a “"Designation”") only if: (1i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (2ii) the Company would be permitted under this Indenture to make an Investment under all applicable provisions of Section 4.4 at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the sum of (A) the Fair Market Value of the Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such date; and (3iii) such Subsidiary and its Subsidiaries own no Capital Stock or Indebtedness of, and hold no Lien on any property of, the Company would or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary so designated. (b) In addition, the Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation") if: (i) no Default shall have occurred and be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03 continuing at the time of Designation and after giving effect to such Revocation; and (assuming the effectiveness ii) all Liens and Indebtedness of such Designation). In the event of any Unrestricted Subsidiary outstanding immediately following such DesignationRevocation would, the Company shall if incurred at such time, have been permitted to be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 4.04 incurred for all purposes of this Indenture. The All Designations and Revocations shall be evidenced by Board Resolutions of the Company shall not, and shall not permit any Restricted Subsidiary to, at any time:delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Designations of Unrestricted Subsidiaries. (a) The Company may, on or after the Issue Date, may designate any Subsidiary of the Company (other than a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a GuarantorSubsidiary) as an “"Unrestricted Subsidiary” " under this Indenture (a “"Designation”") only if: (1i) no Default or Event of Default shall have occurred and be continuing at the time of or or, after giving effect to such Designation;; and (2ii) the Company would be permitted under this Indenture to make an Investment at the time of such Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the sum of (Ai) the Fair Market Value fair market value of the Capital Stock of such Subsidiary owned by the Company and/or any of and the Restricted Subsidiaries on such date and (Bii) the aggregate amount of Indebtedness other Investments of such Subsidiary owed to the Company and the Restricted Subsidiaries in such Subsidiary on such date; and (3iii) the Company would be permitted to incur Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03 4.09 at the time of Designation (assuming the effectiveness of such Designation). . (b) In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to the covenant described under Section 4.04 4.07 for all purposes of this IndentureIndenture in the Designation Amount. The Company shall not, and shall not permit any Restricted Subsidiary to, at any time (x) provide direct or indirect credit support for or a Guarantee of any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Indebtedness), (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to 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), except, in the case of clause (x) or (y), to the extent permitted under Section 4.07. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation"), whereupon such Subsidiary shall then constitute a Restricted Subsidiary, if: (i) no 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 would, if incurred at such time:, have been permitted to be incurred for all purposes of this Indenture. All Designations and Revocations must be evidenced by Board Resolutions of the Company delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Designations of Unrestricted Subsidiaries. The Board of Directors of the Company maymay designate (a "Designation") any Restricted Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary of the Company, on or after so long as such Designation would not cause a Default. For purposes of making the Issue Datedetermination of whether such Designation would cause a Default, designate the portion of the fair market value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries (other than excluding Permitted Investments) in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, shall be deemed to be a Restricted Payment. Such Designation will only be permitted if such Restricted Payment would be permitted at such time. The Board of Directors of the Company may revoke any Designation of a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a Guarantor) as an “Unrestricted Subsidiary” under this Indenture Subsidiary (a “Designation”) only if"Revocation"); provided that: (1a) 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; (2) the Company would be permitted under this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the sum of (A) the Fair Market Value of the Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such dateRevocation; and (3b) the Company would be permitted to incur $1.00 of additional all Liens and Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03 at the time of Designation (assuming the effectiveness of such Designation). In the event of any Unrestricted Subsidiary outstanding immediately after such DesignationRevocation would, the Company if incurred at such time, have been per- mitted to be incurred (and shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 4.04 been incurred) for all purposes of this Indenture. The Any such Designation or Revocation by the Board of Directors of the Company after the Issue Date shall not, be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Company giving effect to such Designation or Revocation and shall an Officers' Certificate certifying that such Designation or Revocation complied with the foregoing provisions. This Section 4.13 will not permit any Restricted Subsidiary to, at any time:apply after the Fall-Away Event.

Limitation on Designations of Unrestricted Subsidiaries. (a) The Company may, on or after the Issue Date, may designate any Subsidiary of the Company (other than a Subsidiary of the Company which owns Capital Stock of a Restricted Subsidiary or is a GuarantorSubsidiary) as an “"Unrestricted Subsidiary” " under this Indenture (a “"Designation”") only if: (1i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (2ii) the Company would be permitted under this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “"Designation Amount”") equal to the sum of (Ai) the Fair Market Value fair market value of the Capital Stock of such Subsidiary owned by the Company and/or any of and the Restricted Subsidiaries on such date and (Bii) the aggregate amount of Indebtedness other Investments of such Subsidiary owed to the Company and the Restricted Subsidiaries in such Subsidiary on such date; and (3iii) the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to paragraph (a) of Section 4.03 4.04 at the time of Designation (assuming the effectiveness of such Designation). . (b) In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment in the Designation Amount pursuant to Section 4.04 4.03 for all purposes of this IndentureIndenture in the Designation Amount. The Company shall not, and shall not permit any Restricted Subsidiary to, at any time (x) provide direct or indirect credit support for or a guarantee of any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Indebtedness), (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to 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), except, in the case of clause (x) or (y), to the extent permitted under Section 4.03. (c) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation"), whereupon such Subsidiary shall then constitute a Restricted Subsidiary, if: (i) no 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 would, if incurred at such time:, have been permitted to be incurred for all purposes of this Indenture. (d) All Designations and Revocations must be evidenced by Board Resolutions of the Company delivered to the Trustee certifying compliance with the foregoing provisions.