Common use of Limitation on Unrestricted Subsidiaries Clause in Contracts

Limitation on Unrestricted Subsidiaries. The Issuers may designate after the Issue Date any Subsidiary as an “Unrestricted Subsidiary” under this Indenture only if: (a) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (b) either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.04 in an amount (the “Designation Amount”) equal to the Fair Market Value of the Company’s and its Restricted Subsidiaries’ Investments in such Subsidiary (including any guarantee of the obligations of such Unrestricted Subsidiary that will not be released concurrently with such designation but excluding any amounts attributable to Investments made prior to the Issue Date); (c) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary; (d) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (e) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Payment. In the event of any such designation, the Issuers shall be deemed to have made an Investment pursuant to Section 4.04 for all purposes of this Indenture in an amount equal to the Designation Amount. For purposes of the foregoing, the designation of a Subsidiary of an Issuer as an Unrestricted Subsidiary shall be deemed to be the designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers may revoke any designation of a Subsidiary as an Unrestricted Subsidiary if: (a) no Default shall have occurred and be continuing at the time of and after giving effect to such revocation; (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; and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocation, the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation. All designations and revocations must be evidenced by a resolution of the Company’s Board of Directors delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Unrestricted Subsidiaries. The Issuers may designate after the Issue Date any Subsidiary as an “Unrestricted Subsidiary” under this Indenture only if: (a) no Default shall have occurred and be continuing at the time The Board of or after giving effect to such designation; (b) either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.04 in an amount (the “Designation Amount”) equal to the Fair Market Value Directors of the Company’s and its Restricted Subsidiaries’ Investments in such Company may designate any Subsidiary (including any guarantee newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as (i) neither the Company nor any of the obligations its Restricted Subsidiaries is directly or indirectly liable for any Debt of such Unrestricted Subsidiary that will not be released concurrently with such designation but excluding any amounts attributable to Investments made prior to the Issue Date); Subsidiary, (cii) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary; (d) such Unrestricted Subsidiary is not liable, directly or indirectly, no default with respect to any Indebtedness Debt of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other than Non-recourse Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (e) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with Debt of the Company or any of its Restricted Subsidiaries to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its stated maturity, (iii) any Investment in such Subsidiary unless made as a result of designating such Subsidiary an Unrestricted Subsidiary shall not violate Section 1010, (iv) neither the terms Company nor any of its Restricted Subsidiaries has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such agreement, contract, arrangement or understanding are not materially less favorable to the Company or such Restricted Subsidiary other than those that might be obtained at the time from Persons who are not Affiliates of the Issuers orCompany and (v) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other equity interest in such Subsidiary, in the event or to maintain or preserve such Subsidiary's financial condition is not satisfied, the value or to cause such Subsidiary to achieve certain levels of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Paymentoperating results. In the event of any such designation, the Issuers shall be deemed to have made an Investment pursuant to Section 4.04 for all purposes of this Indenture in an amount equal to the Designation Amount. For purposes of Notwithstanding the foregoing, the designation of a Company may not designate the License Subsidiary, or any Subsidiary of an Issuer to which any properties or assets (other than current assets) owned by the Company or the License Subsidiary on the Closing Date have been transferred, as an Unrestricted Subsidiary Subsidiary. (b) The Board of Directors of the Company may designate any of its Unrestricted Subsidiaries as a Restricted Subsidiary; provided that such designation shall be deemed to be the designation an incurrence of all Debt by a Restricted Subsidiary of the Subsidiaries any outstanding Debt of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers may revoke any designation of a Subsidiary as an Unrestricted Subsidiary if: and such designation shall only be permitted if (ai) such Debt is permitted under Section 1009 and (ii) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such revocation; (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; and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocation, the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation. All designations and revocations must be evidenced by a resolution of the Company’s Board of Directors delivered to the Trustee certifying compliance with the foregoing provisionsdesignation.

Limitation on Unrestricted Subsidiaries. The Issuers Issuer may designate after the Issue Date any Subsidiary as an “"Unrestricted Subsidiary” " under this Indenture (a "Designation") only if: (a) no Default shall have occurred and be continuing at the time of or after giving effect to such designationDesignation; (b) either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers Issuer would be permitted to make an Investment at the time of designation Designation (assuming the effectiveness of such designationDesignation) pursuant to Section 4.04 4.3 above in an amount (the “"Designation Amount”") equal to the greater of (1) the net book value of the Issuer's interest in such Subsidiary calculated in accordance with GAAP and (2) the Fair Market Value of the Company’s and its Restricted Subsidiaries’ Investments Issuer's interest in such Subsidiary (including any guarantee as determined in good faith by the Issuer's Board of the obligations of such Unrestricted Subsidiary that will not be released concurrently with such designation but excluding any amounts attributable to Investments made prior to the Issue Date)Directors; (c) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary; (d) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse IndebtednessIndebtedness of an Unrestricted Subsidiary, provided that an Unrestricted Subsidiary may provide a Guarantee for the NotesSecurities; and (e) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company Issuer or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially no less favorable to the Company Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers Issuer or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Payment. In the event of any such designationDesignation, the Issuers Issuer shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.04 4.3 for all purposes of this Indenture in an amount equal to the Designation Amount. The Issuer shall not and shall not cause or permit any Restricted Subsidiary to at any time (x) provide credit support for (provided that operational contracts in the ordinary course of business shall not be deemed credit support), or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument constituting such Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries or Investments that are permissible under Section 4.3) or (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary. For purposes of the foregoing, the designation Designation of a Subsidiary of an the Issuer as an Unrestricted Subsidiary shall be deemed to be the designation Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an The Issuer will be classified as a Restricted Subsidiary. The Issuers may revoke any designation 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 revocationRevocation; (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such revocation Revocation would, if incurred Incurred at such time, have been permitted to be incurred Incurred for all purposes of this Indenture; and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocationRevocation, and after giving pro forma effect to the incurrence Incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred Incurred on the date of the revocationRevocation, the Company Issuer could incur Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation4.10. All designations Designations and revocations Revocations must be evidenced by a resolution of the Company’s Board of Directors of the Issuer delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Unrestricted Subsidiaries. (a) The Issuers may designate Company may, on or after the Issue Date 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: (a1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such designationDesignation; (b) either (i) such Subsidiary has total assets of less than $1,000 or (ii2) the Issuers Company would be permitted under this Indenture to make an Investment at the time of designation Designation (assuming the effectiveness of such designationDesignation) pursuant to Section 4.04 in an amount (the “"Designation Amount”") equal to the sum of (A) the Fair Market Value of the Company’s and its Restricted Subsidiaries’ Investments in Capital Stock of such Subsidiary (including owned by the Company and/or any guarantee of the obligations Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Unrestricted Subsidiary that will not be released concurrently with such designation but excluding any amounts attributable to Investments made prior owed to the Issue Date); (c) Company and the Restricted Subsidiaries on such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary; (d) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notesdate; and (e3) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms would be permitted to Incur $1.00 of any such agreement, contract, arrangement or understanding are not materially less favorable additional Indebtedness (other than Permitted Indebtedness) pursuant to the Company or such Restricted Subsidiary than those that might be obtained Section 4.9 at the time from Persons who are not Affiliates of Designation (assuming the Issuers or, in the event such condition is not satisfied, the value effectiveness of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted PaymentDesignation). In the event of any such designationDesignation, the Issuers 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 in an amount equal to the Designation Amount. For purposes of the foregoing, the designation of a Subsidiary of an Issuer as an Unrestricted Subsidiary shall be deemed to be the designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers may revoke any designation of a Subsidiary as an Unrestricted Subsidiary if: (a) no Default shall have occurred and be continuing at the time of and after giving effect to such revocation; (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 4.11 for all purposes of this Indenture; and. (cb) unless such redesignated Subsidiary The Company shall not, and shall not have permit any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness)Restricted Subsidiary to, (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocation, and after giving pro forma effect to the incurrence of at any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocation, the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation. All designations and revocations must be evidenced by a resolution of the Company’s Board of Directors delivered to the Trustee certifying compliance with the foregoing provisions.time:

Limitation on Unrestricted Subsidiaries. The Issuers Company shall not make, and shall not permit any of the Restricted Subsidiaries to make, any Investments in Unrestricted Subsidiaries if, at the time thereof, the aggregate amount of such Investments would exceed the amount of Restricted Payments then permitted to be made pursuant to Section 1009. Any Investments in Unrestricted Subsidiaries permitted to be made pursuant to this covenant (i) shall be treated as the payment of a Restricted Payment in calculating the amount of Restricted Payments made by the Company and (ii) may designate after the Issue Date any Subsidiary as an “Unrestricted Subsidiary” under this Indenture only if:be made in cash or property. Section 1018 Provision of Financial Statements. (a) no Default shall Whether or not Parent is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent would have occurred and be continuing at been required to file with the time of or after giving effect Commission pursuant to such designation; Sections 13(a) or 15(d) if Parent were so subject, such documents to be filed with the Commission on or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (bthe “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) either or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent shall also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Subsidiary has total assets of less than $1,000 or Holders and (ii) file with the Issuers Trustee copies of the annual reports, quarterly reports and other documents which Parent would be permitted have been required to make an Investment at file with the time of designation (assuming the effectiveness of such designation) Commission pursuant to Section 4.04 in an amount 13(a) or 15(d) of the Exchange Act if Parent were subject to such Sections and (y) if Parent’s filing such documents with the “Designation Amount”) equal Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to the Fair Market Value of any prospective Holder at the Company’s and its Restricted Subsidiaries’ Investments in such Subsidiary (including any guarantee of cost. Notwithstanding the obligations of such Unrestricted Subsidiary that will not be released concurrently with such designation but excluding any amounts attributable to Investments made prior to the Issue Date); (c) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary; (d) such Unrestricted Subsidiary is not liableforegoing, directly or indirectly, with respect to any Indebtedness other than Non-recourse Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (e) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Payment. In the event of any such designation, the Issuers Parent shall be deemed to have made an Investment pursuant furnished such reports referred to Section 4.04 for all purposes of this Indenture in an amount equal above to the Designation AmountHolders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. For purposes So long as any of the foregoingSecurities remain outstanding, the designation Company shall make available to any prospective purchaser of a Subsidiary Securities or beneficial owner of an Issuer Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act so long as an Unrestricted Subsidiary shall be deemed to be such Securities are not freely transferable under the designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers may revoke any designation of a Subsidiary as an Unrestricted Subsidiary if: (a) no Default shall have occurred and be continuing at the time of and after giving effect to such revocation;Securities Act. (b) all Liens If at any time the financial statements of the Parent are not required to include the condensed combined balance sheets, statements of operations and Indebtedness statements of such Unrestricted Subsidiary outstanding immediately following such revocation would, if incurred at such time, have been permitted to be incurred for all purposes cash flows of this Indenture; and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 and the Guarantors in accordance with Rule 3-10 (or its successor) of additional Indebtedness pursuant to Section 4.03(aRegulation S-X under the Securities Act, then either (1) immediately after giving the financial statements of the Parent will include the condensed combined balance sheets, statements of operations and statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act as it is in effect to such proposed revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocationthis Indenture, or (2) the Company could incur $1.00 shall furnish to each Holder of additional Indebtedness pursuant Securities (including by posting on a website accessible to Section 4.03(aeach holder of Securities) or (ya) if prior to such revocation within 120 days after the Company could not incur $1.00 end of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation. All designations and revocations must be evidenced by a resolution each fiscal year of the Company, the audited combined balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited combined balance sheet and related statements of operations, stockholder’s Board equity and cash flows of Directors delivered to the Trustee certifying compliance with Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the foregoing provisionsend of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company as permitted by GAAP.

Limitation on Unrestricted Subsidiaries. (i) The Issuers Board of Directors of the Parent may designate after any of its Subsidiaries (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as (i) neither the Issue Date Parent nor any Restricted Subsidiary is directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to any Indebtedness of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness of the Parent 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 stated maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate the provisions of Section 8.2(b) and (iv) no Credit Party or Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other equity interests in such Subsidiary, or to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve certain levels of operating results. (ii) The Board of Directors of the Parent may designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that such designation will be deemed to be an “incurrence of Indebtedness by such Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary” Subsidiary and such designation will only be permitted if (x) such Indebtedness is permitted under this Indenture only if: Section 8.2(a) and (ay) no Default shall or Event of Default will have occurred and be continuing at the time of or after giving effect to following such designation; (b) either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.04 in an amount (the “Designation Amount”) equal to the Fair Market Value of the Company’s and its Restricted Subsidiaries’ Investments in such Subsidiary (including any guarantee of the obligations of such Unrestricted Subsidiary that will not be released concurrently with such designation but excluding any amounts attributable to Investments made prior to the Issue Date); (c) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary; (d) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (e) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Payment. In the event of any such designation, the Issuers shall be deemed to have made an Investment pursuant to Section 4.04 for all purposes of this Indenture in an amount equal to the Designation Amount. For purposes of the foregoing, the designation of a Subsidiary of an Issuer as an Unrestricted Subsidiary shall be deemed to be the designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers may revoke any designation of a Subsidiary as an Unrestricted Subsidiary if: (a) no Default shall have occurred and be continuing at the time of and after giving effect to such revocation; (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; and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocation, the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation. All designations and revocations must be evidenced by a resolution of the Company’s Board of Directors delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Unrestricted Subsidiaries. The Issuers Company may designate after the Issue Date any Subsidiary (other than a Guarantor) as an “Unrestricted Subsidiary” Subsidiary under this Indenture (a "Designation") only if: (a) no Default shall have occurred and be continuing at the time of or after giving effect to such designationDesignation; (b) either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers Company would not be permitted to make prohibited from making an Investment (other than a Permitted Investment) at the time of designation Designation (assuming the effectiveness of such designationDesignation) pursuant to paragraph (a) of Section 4.04 1009 hereof in an amount (the “"Designation Amount”") equal to the greater of (1) the net book value of the Company's interest in such Subsidiary calculated in accordance with GAAP or (2) the Fair Market Value of the Company’s and its Restricted Subsidiaries’ Investments 's interest in such Subsidiary as determined in good faith by the Company's Board of Directors; (including any guarantee c) the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in accordance with paragraph (a) of Section 1008 hereof at the obligations time of such Unrestricted Subsidiary that will not be released concurrently with Designation (assuming the effectiveness of such designation but excluding any amounts attributable to Investments made prior to the Issue DateDesignation); (cd) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Company which is not simultaneously being designated an Unrestricted Subsidiary;; and (de) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse Unrestricted Subsidiary Indebtedness, provided PROVIDED that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (e) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted PaymentSecurities. In the event of any such designationDesignation, the Issuers Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.04 1009 hereof for all purposes of this Indenture in an amount equal to the Designation Amount. The Company shall not and shall not cause or permit any Restricted Subsidiary to at any time (a) provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries) or (b) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary. For purposes of the foregoing, the designation Designation of a Subsidiary of an Issuer the Company as an Unrestricted Subsidiary shall be deemed to be the designation Designation of all of the Subsidiaries of such 120 Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer the Company will be classified as a Restricted Subsidiary. The Issuers Company may revoke any designation 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 revocationRevocation; (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such revocation Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this Indenture; and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocationRevocation, and after giving pro forma PRO FORMA effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocationRevocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation1008. All designations Designations and revocations Revocations must be evidenced by a resolution of the Company’s Board of Directors of the Company delivered to the Trustee and an Officers' Certificate certifying compliance with the foregoing provisions.

Limitation on Unrestricted Subsidiaries. The Issuers may designate after the Issue Date Company shall not make, and shall not permit any Subsidiary as an “of its Restricted Subsidiaries to make, any Investments in Unrestricted Subsidiary” under this Indenture only Subsidiaries if: (a) no Default shall have occurred and be continuing , at the time thereof, the aggregate amount of or after giving effect such Investments would exceed the amount of Restricted Payments then permitted to such designation; (b) either be made pursuant to Section 1009. Any Investments in Unrestricted Subsidiaries permitted to be made pursuant to this covenant (i) such Subsidiary has total assets will be treated as the payment of less than $1,000 or a Restricted Payment in calculating the amount of Restricted Payments made by the Company and (ii) may be made in cash or property. -95- Section 1020. Provision of Financial Statements. --------------------------------- Whether or not the Issuers Company is subject to Section 13(a) or 15(d) of the Exchange Act, file with the Commission the annual reports, quarterly reports, information and other documents which the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if the Company were so subject, such documents to be permitted filed with the Commission on or prior to make an Investment at the time respective dates (the "REQUIRED FILING DATES") by which the Company would have been required so to file such documents if the Company were so subject. The Company will also in any event (x) within 15 days of designation each Required Filing Date (assuming i) transmit by mail to all Holders, as their names and addresses appear in the effectiveness Security Register, without cost to such Holders and (ii) file with the Trustee copies of such designation) the annual reports, quarterly reports, information and other documents which the Company would have been required to file with the Commission pursuant to Section 4.04 in an amount (the “Designation Amount”13(a) equal to the Fair Market Value or 15(d) of the Company’s Exchange Act if the Company were subject to such Sections, (y) if filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and its Restricted Subsidiaries’ Investments in such Subsidiary (including any guarantee payment of the obligations reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company's cost, and (z) otherwise comply with Section 314(a) of the Trust Indenture Act. In addition, if the Company has any Unrestricted Subsidiary that will not be released concurrently with such designation but excluding any amounts attributable to Investments made prior to the Issue Date); (c) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary; (d) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (e) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Payment. In the event of any such designation, the Issuers shall be deemed to have made an Investment pursuant to Section 4.04 for all purposes of this Indenture in an amount equal to the Designation Amount. For purposes of the foregoing, the designation of a Subsidiary of an Issuer as an Unrestricted Subsidiary shall be deemed to be the designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers may revoke any designation of a Subsidiary as an Unrestricted Subsidiary if: (a) no Default shall have occurred and be continuing at the time of and after giving effect to such revocation; (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such revocation would, if incurred at such time, have been permitted it shall also file with the Trustee, and provide to the Holders, on the same quarterly basis, all quarterly and annual financial statements (which statements may be incurred for all purposes of this Indenture; and (cunaudited) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that as would be Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocation, required by Forms 10-Q and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as 10-K if such Indebtedness was incurred on the date of the revocation, the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could Subsidiary were not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation. All designations and revocations must be evidenced by a resolution of the Company’s Board of Directors delivered to the Trustee certifying compliance with the foregoing provisionsan Unrestricted Subsidiaries.

Limitation on Unrestricted Subsidiaries. The Issuers Company may designate after the Issue Date any Subsidiary as an “"Unrestricted Subsidiary” under this Indenture " (a "Designation") only if: (a) no Default shall have occurred and be continuing at the time of or after giving effect to such designationDesignation; (b) either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers Company would be permitted to make an Investment (other than a Permitted Investment) at the time of designation Designation (assuming the effectiveness of such designationDesignation) pursuant to paragraph (a) of Section 4.04 4.7 in an amount (the “"Designation Amount”") equal to the greater of (1) the net book value of the Company's interest in such Subsidiary calculated in accordance with GAAP or (2) the Fair Market Value of the Company’s and its Restricted Subsidiaries’ Investments 's interest in such Subsidiary as determined in good faith by either (including any guarantee a) the Board of Directors of the obligations Company and evidenced by a board resolution or (b) the Board Designee and evidenced by a certificate (or committee resolution, as the case may be), in each case whose determination shall be conclusive; (c) the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.9 at the time of such Unrestricted Subsidiary that will not be released concurrently with Designation (assuming the effectiveness of such designation but excluding any amounts attributable to Investments made prior to the Issue DateDesignation); (cd) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Company which is not simultaneously being designated an Unrestricted Subsidiary; (de) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse Unrestricted Subsidiary Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (ef) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Payment. In the event of any such designationDesignation, the Issuers Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.04 4.7 for all purposes of this Indenture in an amount equal to the Designation Amount. The Company shall not and shall not cause or permit any Restricted Subsidiary to at any time (a) provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries) or (b) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary. For purposes of the foregoing, the designation Designation of a Subsidiary of an Issuer the Company as an Unrestricted Subsidiary shall be deemed to be the designation Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers Company may revoke any designation 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 revocationRevocation; (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such revocation Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this Indenture; and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocationRevocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocationRevocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation4.9. All designations Designations and revocations Revocations must be evidenced by a resolution of the Company’s Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Unrestricted Subsidiaries. The Issuers Company may designate after the Issue Date any Subsidiary (other than Centennial or a Guarantor) as an “"Unrestricted Subsidiary” " under this Indenture (a "Designation") only if: (a) no Default shall have occurred and be continuing at the time of or after giving effect to such designationDesignation; (b) either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers Company would be permitted to make an Investment at the time of designation Designation (assuming the effectiveness of such designationDesignation) pursuant to Section 4.04 4.3 above in an amount (the “"Designation Amount”") equal to the greater of (1) the net book value of the Company's interest in such Subsidiary calculated in accordance with GAAP or (2) the Fair Market Value of the Company’s and its Restricted Subsidiaries’ Investments 's interest in such Subsidiary (including any guarantee as determined in good faith by the Company's Board of the obligations of such Unrestricted Subsidiary that will not be released concurrently with such designation but excluding any amounts attributable to Investments made prior to the Issue Date)Directors; (c) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Company which is not simultaneously being designated an Unrestricted Subsidiary; (d) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse IndebtednessIndebtedness of an Unrestricted Subsidiary, provided that an Unrestricted Subsidiary may provide a Guarantee for the NotesSecurities; and (e) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Payment. In the event of any such designationDesignation, the Issuers Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.04 4.3 for all purposes of this Indenture in an amount equal to the Designation Amount. The Company shall not and shall not cause or permit any Restricted Subsidiary to at any time (x) provide credit support for (provided that operational contracts in the ordinary course of business shall not be deemed credit support), or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument constituting such Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries) or (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary. For purposes of the foregoing, the designation Designation of a Subsidiary of an Issuer the Company as an Unrestricted Subsidiary shall be deemed to be the designation Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers Company may revoke any designation 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 revocationRevocation; (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such revocation Revocation would, if incurred Incurred at such time, have been permitted to be incurred Incurred for all purposes of this Indenture; and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be is Permitted Indebtedness and Other Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocationRevocation, and after giving pro forma effect to the incurrence Incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred Incurred on the date of the revocationRevocation, the Company could incur Incur $1.00 of additional Indebtedness (other than Indebtedness that is Permitted Indebtedness and Other Permitted Indebtedness) pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation4.11. All designations Designations and revocations Revocations must be evidenced by a resolution of the Company’s Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Unrestricted Subsidiaries. The Issuers Company may designate after the Issue Date any Subsidiary (other than a Guarantor) as an “"Unrestricted Subsidiary” " under this Indenture (a "Designation") only if: (a) no Default shall have occurred and be continuing at the time of or after giving effect to such designationDesignation; (b) either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers Company would not be permitted to make prohibited from making an Investment (other than a Permitted Investment) at the time of designation Designation (assuming the effectiveness of such designationDesignation) pursuant to paragraph (a) of Section 4.04 1009 hereof in an amount (the “"Designation Amount”") equal to the greater of (1) the net book value of the Company's interest in such Subsidiary calculated in accordance with GAAP or (2) the Fair Market Value of the Company’s and its Restricted Subsidiaries’ Investments 's interest in such Subsidiary as determined in good faith by the Company's Board of Directors; (including any guarantee c) the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in accordance with paragraph (a) of Section 1008 hereof at the obligations time of such Unrestricted Subsidiary that will not be released concurrently with Designation (assuming the effectiveness of such designation but excluding any amounts attributable to Investments made prior to the Issue DateDesignation); (cd) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Company which is not simultaneously being designated an Unrestricted Subsidiary;; and (de) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse Unrestricted Subsidiary Indebtedness, provided PROVIDED that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (e) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted PaymentSecurities. In the event of any such designationDesignation, the Issuers Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.04 1009 hereof for all purposes of this Indenture in an amount equal to the Designation Amount. The Company shall not and shall not cause or permit any Restricted Subsidiary to at any time (a) provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries) or (b) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary. For purposes of the foregoing, the designation Designation of a Subsidiary of an Issuer the Company as an Unrestricted Subsidiary shall be deemed to be the designation Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer the Company will be classified as a Restricted Subsidiary. - 123 - The Issuers Company may revoke any designation 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 or after giving effect to such revocationRevocation; (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such revocation Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this Indenture; and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocationRevocation, and after giving pro forma PRO FORMA effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocationRevocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation1008. All designations Designations and revocations Revocations must be evidenced by a resolution of the Company’s Board of Directors of the Company delivered to the Trustee and an Officers' Certificate certifying compliance with the foregoing provisions.

Limitation on Unrestricted Subsidiaries. (i) The Issuers Board of Directors of the Company may designate after any of its Subsidiaries (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as (i) neither the Issue Date Company nor any of its Restricted Subsidiaries is directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to any Indebtedness of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate the provisions of Section 8.2(b) and (iv) neither the Company nor any of its Restricted Subsidiaries has any obligation to subscribe for additional shares of Capital Stock or other equity interests in such Subsidiary, or to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve certain levels of operating results. (ii) The Board of Directors of the Company may designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that such designation will be deemed to be an “incurrence of Indebtedness by such Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary” Subsidiary and such designation will only be permitted if (x) such Indebtedness is permitted under this Indenture only if: Section 8.2(a) and (ay) no Default shall or Event of Default will have occurred and be continuing at the time of or after giving effect to following such designation; (b) either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.04 in an amount (the “Designation Amount”) equal to the Fair Market Value of the Company’s and its Restricted Subsidiaries’ Investments in such Subsidiary (including any guarantee of the obligations of such Unrestricted Subsidiary that will not be released concurrently with such designation but excluding any amounts attributable to Investments made prior to the Issue Date); (c) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary; (d) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (e) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Payment. In the event of any such designation, the Issuers shall be deemed to have made an Investment pursuant to Section 4.04 for all purposes of this Indenture in an amount equal to the Designation Amount. For purposes of the foregoing, the designation of a Subsidiary of an Issuer as an Unrestricted Subsidiary shall be deemed to be the designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers may revoke any designation of a Subsidiary as an Unrestricted Subsidiary if: (a) no Default shall have occurred and be continuing at the time of and after giving effect to such revocation; (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; and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocation, the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation. All designations and revocations must be evidenced by a resolution of the Company’s Board of Directors delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Unrestricted Subsidiaries. The Issuers Company may designate after the Issue Date any Subsidiary (other than Centennial PR) as an “"Unrestricted Subsidiary” " under this Indenture (a "Designation") only if: (a) no Default shall have occurred and be continuing at the time of or after giving effect to such designationDesignation; (b) either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers Company would be permitted to make an Investment at the time of designation Designation (assuming the effectiveness of such designationDesignation) pursuant to Section 4.04 4.3 above in an amount (the “"Designation Amount”") equal to the greater of (1) the net book value of the Company's interest in such Subsidiary calculated in accordance with GAAP and (2) the Fair Market Value of the Company’s and its Restricted Subsidiaries’ Investments 's interest in such Subsidiary (including any guarantee as determined in good faith by the Company's Board of the obligations of such Unrestricted Subsidiary that will not be released concurrently with such designation but excluding any amounts attributable to Investments made prior to the Issue Date)Directors; (c) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary; (d) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse IndebtednessIndebtedness of an Unrestricted Subsidiary, provided that an Unrestricted Subsidiary may provide a Guarantee for the NotesSecurities; and (e) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers 66 Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Payment. In the event of any such designationDesignation, the Issuers Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.04 4.3 for all purposes of this Indenture in an amount equal to the Designation Amount. The Company shall not and shall not cause or permit any Restricted Subsidiary to at any time (x) provide credit support for (provided that operational contracts in the ordinary course of business shall not be deemed credit support), or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument constituting such Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries or Investments that are permissible under Section 4.3) or (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary. For purposes of the foregoing, the designation Designation of a Subsidiary of an Issuer the Company as an Unrestricted Subsidiary shall be deemed to be the designation Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers Company may revoke any designation 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 revocationRevocation; (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such revocation Revocation would, if incurred Incurred at such time, have been permitted to be incurred Incurred for all purposes of this Indenture; and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be is Permitted Indebtedness and Other Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocationRevocation, and after giving pro forma effect to the incurrence Incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred Incurred on the date of the revocationRevocation, the Company could incur Incur $1.00 of additional Indebtedness (other than Indebtedness that is Permitted Indebtedness and Other Permitted Indebtedness) pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation4.11. All designations Designations and revocations Revocations must be evidenced by a resolution of the Company’s Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Unrestricted Subsidiaries. The Issuers may designate after the Issue Date any Subsidiary as an “Unrestricted Subsidiary” under this Indenture only if: (a) The Borrower may designate any of its Subsidiaries (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as (i) neither the Borrower nor any Restricted Subsidiary is directly or indirectly liable for any Debt of such Subsidiary, (ii) no default with respect to any Debt of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Debt of the Borrower or any Restricted Subsidiary to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its stated maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate the provisions of Section 10.11, (iv) neither the Borrower nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary other than those that might be obtained in accordance with Section 10.08 and (v) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results. Notwithstanding the foregoing, the Borrower may not designate any Subsidiary of the Borrower which is a Restricted Subsidiary under the Senior Credit Agreement as an Unrestricted Subsidiary under this Agreement. (b) The Borrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Debt by such Restricted Subsidiary of any outstanding Debt of such Unrestricted Subsidiary and such designation shall only be permitted if (i) such Debt is permitted under Section 10.01 and (ii) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to following such designation; (b) either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.04 in an amount (the “Designation Amount”) equal to the Fair Market Value of the Company’s and its Restricted Subsidiaries’ Investments in such Subsidiary (including any guarantee of the obligations of such Unrestricted Subsidiary that will not be released concurrently with such designation but excluding any amounts attributable to Investments made prior to the Issue Date); (c) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary; (d) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (e) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Payment. In the event of any such designation, the Issuers shall be deemed to have made an Investment pursuant to Section 4.04 for all purposes of this Indenture in an amount equal to the Designation Amount. For purposes of the foregoing, the designation of a Subsidiary of an Issuer as an Unrestricted Subsidiary shall be deemed to be the designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers may revoke any designation of a Subsidiary as an Unrestricted Subsidiary if: (a) no Default shall have occurred and be continuing at the time of and after giving effect to such revocation; (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; and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocation, the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation. All designations and revocations must be evidenced by a resolution of the Company’s Board of Directors delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Unrestricted Subsidiaries. The Issuers Company may designate after the Issue Date any Subsidiary as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (a) no Default shall have occurred and be continuing at the time of or after giving effect to such designationDesignation; (b) either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers Company would be permitted to make an Investment (other than a Permitted Investment) at the time of designation Designation (assuming the effectiveness of such designationDesignation) pursuant to paragraph (a) of Section 4.04 1009 herein in an amount (the “Designation Amount”) equal to the greater of (1) the net book value of the Company’s interest in such Subsidiary calculated in accordance with GAAP or (2) the Fair Market Value of the Company’s and its Restricted Subsidiaries’ Investments interest in such Subsidiary as determined in good faith by the Company’s Board of Directors; (including any guarantee c) the Company would be permitted under this Indenture to incur $1.00 of additional Debt (other than Permitted Debt) pursuant to Section 1008 at the obligations time of such Unrestricted Subsidiary that will not be released concurrently with Designation (assuming the effectiveness of such designation but excluding any amounts attributable to Investments made prior to the Issue DateDesignation); (cd) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Company which is not simultaneously being designated an Unrestricted Subsidiary; (de) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness Debt other than Non-recourse IndebtednessUnrestricted Subsidiary Debt, provided that an Unrestricted Subsidiary may provide a Guarantee for the NotesSecurities; and (ef) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Payment. In the event of any such designationDesignation, the Issuers Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.04 1009 for all purposes of this Indenture in an amount equal to the Designation Amount. The Company shall not and shall not cause or permit any Restricted Subsidiary to at any time (x) provide credit support for, or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Debt of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Debt) (other than Permitted Investments in Unrestricted Subsidiaries) or (y) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary. For purposes of the foregoing, the designation Designation of a Subsidiary of an Issuer the Company as an Unrestricted Subsidiary shall be deemed to be the designation Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers Company may revoke any designation 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;Revocation; and (b) all Liens and Indebtedness Debt of such Unrestricted Subsidiary outstanding immediately following such revocation Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this Indenture; and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocation, the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation. All designations Designations and revocations Revocations must be evidenced by a resolution of the Company’s Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Unrestricted Subsidiaries. The Issuers may designate after the Issue Date any Subsidiary (other than a Subsidiary that is an issuer of the Notes) as an “Unrestricted Subsidiary” under this Indenture only if: (a) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (b) either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.04 in an amount (the “Designation Amount”) equal to the Fair Market Value of the Company’s and its Restricted Subsidiaries’ Investments in such Subsidiary (including any guarantee of the obligations of such Unrestricted Subsidiary that will not be released concurrently with such designation but excluding any amounts attributable to Investments made prior to the Issue Date); (c) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary; (d) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (e) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Payment. In the event of any such designation, the Issuers shall be deemed to have made an Investment pursuant to Section 4.04 for all purposes of this Indenture in an amount equal to the Designation Amount. For purposes of the foregoing, the designation of a Subsidiary of an Issuer as an Unrestricted Subsidiary shall be deemed to be the designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers may revoke any designation of a Subsidiary as an Unrestricted Subsidiary if: (a) no Default shall have occurred and be continuing at the time of and after giving effect to such revocation; (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; and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocation, the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation. All designations and revocations must be evidenced by a resolution of the Company’s Board of Directors delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Unrestricted Subsidiaries. The Issuers Company shall not make, and shall not permit its Restricted Subsidiaries to make, any Investment in Unrestricted Subsidiaries if, at the time thereof, the aggregate amount of such Investments would exceed the amount of Restricted Payments then permitted to be made pursuant to Section 4.10. Any Investments in Unrestricted Subsidiaries permitted to be made pursuant to this Section 4.18 (i) will be treated as a Restricted Payment in calculating the amount of Restricted Payments made by the Company and (ii) may be made in cash or property. The Company may designate after the Issue Date any Subsidiary as an “"Unrestricted Subsidiary” " under this Indenture (a "Designation") only if: (ai) no Default shall have occurred and be continuing at the time of or after giving effect to such designationDesignation; (b) either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers Company would be permitted to make an Investment at the time of designation Designation (assuming the effectiveness of such designationDesignation) pursuant to Section 4.04 4.10 in an amount (the “"Designation Amount”") equal to the Fair Market Value of the Company’s and its Restricted Subsidiaries’ Investments 's interest in such Subsidiary (including any guarantee of the obligations of on such Unrestricted Subsidiary that will not be released concurrently date calculated in accordance with such designation but excluding any amounts attributable to Investments made prior to the Issue Date); (c) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary; (d) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the NotesGAAP; and (eiii) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms would be permitted under this Indenture to incur $1.00 of any such agreement, contract, arrangement or understanding are not materially less favorable additional Indebtedness (other than Permitted Indebtedness) pursuant to the Company or such Restricted Subsidiary than those that might be obtained Section 4.12 at the time from Persons who are not Affiliates of the Issuers or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to Designation (assuming the effectiveness of such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted PaymentDesignation). In the event of any such designationDesignation, the Issuers Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.04 4.10 for all purposes of this Indenture in an amount equal to the Designation Amount. For purposes of the foregoingThe Company shall not, the designation of a Subsidiary of an Issuer as an Unrestricted Subsidiary shall be deemed to be the designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers may revoke any designation of a Subsidiary as an Unrestricted Subsidiary if: (a) no Default shall have occurred and be continuing at the time of and after giving effect to such revocation; (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; and (c) unless such redesignated Subsidiary shall not have cause or permit any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness)Restricted Subsidiary to, (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocation, and after giving pro forma effect to the incurrence of at any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocation, the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation. All designations and revocations must be evidenced by a resolution of the Company’s Board of Directors delivered to the Trustee certifying compliance with the foregoing provisions.time

Limitation on Unrestricted Subsidiaries. The Issuers Company may designate after the Issue Date any Subsidiary as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (a) no Default shall have occurred and be continuing at the time of or after giving effect to such designationDesignation; (b) either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers Company would be permitted to make an Investment (other than a Permitted Investment) at the time of designation Designation (assuming the effectiveness of such designationDesignation) pursuant to paragraph (a) of Section 4.04 4.7 in an amount (the “Designation Amount”) equal to the greater of (1) the net book value of the Company’s interest in such Subsidiary calculated in accordance with GAAP or (2) the Fair Market Value of the Company’s and its Restricted Subsidiaries’ Investments interest in such Subsidiary as determined in good faith by either (including any guarantee a) the Board of Directors of the obligations Company and evidenced by a board resolution or (b) the Board Designee and evidenced by a certificate (or committee resolution, as the case may be), in each case whose determination shall be conclusive; (c) the Company would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.9 at the time of such Unrestricted Subsidiary that will not be released concurrently with Designation (assuming the effectiveness of such designation but excluding any amounts attributable to Investments made prior to the Issue DateDesignation); (cd) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Company which is not simultaneously being designated an Unrestricted Subsidiary; (de) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse Unrestricted Subsidiary Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (ef) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Payment. In the event of any such designationDesignation, the Issuers Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.04 4.7 for all purposes of this Indenture in an amount equal to the Designation Amount. The Company shall not and shall not cause or permit any Restricted Subsidiary to at any time (a) provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries) or (b) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary. For purposes of the foregoing, the designation Designation of a Subsidiary of an Issuer the Company as an Unrestricted Subsidiary shall be deemed to be the designation Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers Company may revoke any designation 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 revocationRevocation; (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such revocation Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this Indenture; and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocationRevocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocationRevocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation4.9. All designations Designations and revocations Revocations must be evidenced by a resolution of the Company’s Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Unrestricted Subsidiaries. The Issuers Company may designate after the Issue Date any Subsidiary (other than a Guarantor) as an “"Unrestricted Subsidiary” " under this Indenture (a "Designation") only if: (a) no Default shall have occurred and be continuing at the time of or after giving effect to such designationDesignation; (b) either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers Company would be permitted to make an Investment at the time of designation Designation (assuming the effectiveness of such designationDesignation) pursuant to Section 4.04 4.3 above in an amount (the “"Designation Amount”") equal to the greater of (1) the net book value of the Company's interest in such Subsidiary calculated in accordance with GAAP or (2) the Fair Market Value of the Company’s and its Restricted Subsidiaries’ Investments 's interest in such Subsidiary (including any guarantee as determined in good faith by the Company's Board of the obligations of such Unrestricted Subsidiary that will not be released concurrently with such designation but excluding any amounts attributable to Investments made prior to the Issue Date)Directors; (c) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Company which is not simultaneously being designated an Unrestricted Subsidiary; (d) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse Unrestricted Subsidiary Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the NotesSecurities; and (e) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Payment. In the event of any such designationDesignation, the Issuers Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.04 4.3 for all purposes of this Indenture in an amount equal to the Designation Amount. The Company shall not and shall not cause or permit any Restricted Subsidiary to at any time (x) provide credit support for (provided that operational contracts in the ordinary course of business shall not be deemed credit support), or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument constituting such Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries) or (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary. For purposes of the foregoing, the designation Designation of a Subsidiary of an Issuer the Company as an Unrestricted Subsidiary shall be deemed to be the designation Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers Company may revoke any designation 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 revocationRevocation; (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such revocation Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this Indenture; and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocationRevocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocationRevocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation4.11. All designations Designations and revocations Revocations must be evidenced by a resolution of the Company’s Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Unrestricted Subsidiaries. (a) The Issuers may designate Company may, on or after the Issue Date 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: (a1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such designationDesignation; (b) either (i) such Subsidiary has total assets of less than $1,000 or (ii2) the Issuers Company would be permitted under this Indenture to make an Investment at the time of designation Designation (assuming the effectiveness of such designationDesignation) pursuant to Section 4.04 in an amount (the “"Designation Amount”") equal to the sum of (A) the Fair Market Value of the Company’s and its Restricted Subsidiaries’ Investments in Capital Stock of such Subsidiary (including owned by the Company and/or any guarantee of the obligations Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Unrestricted Subsidiary that will not be released concurrently with such designation but excluding any amounts attributable to Investments made prior owed to the Issue Date); (c) Company and the Restricted Subsidiaries on such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary; (d) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notesdate; and (e3) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms would be permitted to incur $1.00 of any such agreement, contract, arrangement or understanding are not materially less favorable additional Indebtedness (other than Permitted Indebtedness) pursuant to the Company or such Restricted Subsidiary than those that might be obtained Section 4.9 at the time from Persons who are not Affiliates of Designation (assuming the Issuers or, in the event such condition is not satisfied, the value effectiveness of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted PaymentDesignation). In the event of any such designationDesignation, the Issuers 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 in an amount equal to the Designation Amount. For purposes of the foregoing, the designation of a Subsidiary of an Issuer as an Unrestricted Subsidiary shall be deemed to be the designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers may revoke any designation of a Subsidiary as an Unrestricted Subsidiary if: (a) no Default shall have occurred and be continuing at the time of and after giving effect to such revocation; (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 4.11 for all purposes of this Indenture; and. (cb) unless such redesignated Subsidiary The Company shall not, and shall not have permit any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness)Restricted Subsidiary to, (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocation, and after giving pro forma effect to the incurrence of at any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocation, the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation. All designations and revocations must be evidenced by a resolution of the Company’s Board of Directors delivered to the Trustee certifying compliance with the foregoing provisions.time:

Limitation on Unrestricted Subsidiaries. The Issuers Company may designate after the Issue Issuance Date any Subsidiary as an “"Unrestricted Subsidiary” under this Indenture " (a "Designation") only if: if (a) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; Designation, (b) either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers Company would be permitted to make an Investment (other than a Permitted Investment) at the time of designation Designation (assuming the effectiveness of such designationDesignation) pursuant to the first paragraph of Section 4.04 in 4.8 hereof of an amount (the “"Designation Amount”") equal to the greater of (i) the net book value of the Company's interest in such Subsidiary calculated in accordance with GAAP or (ii) the Fair Market Value of the Company’s and its Restricted Subsidiaries’ Investments 's interest in such Subsidiary (including any guarantee as determined in good faith by the Board of Directors of the obligations Company, (c) the Company would be permitted under the Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.10 hereof at the time of such Unrestricted Subsidiary that will not be released concurrently with Designation (assuming the effectiveness of such designation but excluding any amounts attributable to Investments made prior to the Issue DateDesignation); , (cd) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Company which is not simultaneously being designated an Unrestricted Subsidiary; , (de) such Unrestricted Subsidiary is not liable, directly or indirectly, no default with respect to any Indebtedness of such Unrestricted Subsidiary (other than Non-recourse Indebtednessa Note Guarantee, provided that an Unrestricted if any) would permit (upon notice, lapse or otherwise) any holder of any other Indebtedness of the Company or any Restricted Subsidiary may provide to declare a Guarantee for default on such other Indebtedness or cause the Notes; and payment to be accelerated or payable prior to its Stated Maturity, and (ef) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Payment. In the event of any such designationDesignation, the Issuers Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.04 4.8 hereof for all purposes of this the Indenture in an amount equal to the Designation Amount. The Company shall not and shall not cause or permit any Restricted Subsidiary to at any time (x) have any obligation to subscribe for additional shares of Capital Stock or other equity interest in such Unrestricted Subsidiary, (y) have any obligation to maintain or preserve such Unrestricted Subsidiary's financial condition or to cause such Unrestricted Subsidiary to achieve certain levels of operating results or (z) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary. For purposes of the foregoing, the designation Designation of a Subsidiary of an Issuer the Company as an Unrestricted Subsidiary shall be deemed to be the designation Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers Company may revoke any designation 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; Revocation, (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such revocation Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this the Indenture; and , and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocationRevocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocationRevocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation4.10 hereof. All designations Designations and revocations Revocations must be evidenced by a resolution of the Company’s Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Unrestricted Subsidiaries. The Issuers Company may designate after the Issue Date any Subsidiary as an “"Unrestricted Subsidiary” " under this Indenture (a "Designation") only if: (a) no Default shall have occurred and be continuing at the time of or after giving effect to such designationDesignation; (b) either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers Company would be permitted to make an Investment (other than a Permitted Investment) at the time of designation Designation (assuming the effectiveness of such designationDesignation) pursuant to the first paragraph of Section 4.04 1015 in an amount (the “"Designation Amount”") equal to the greater of (1) the net book value of the Company's interest in such Subsidiary calculated in accordance with GAAP or (2) the Fair Market Value of the Company’s and its Restricted Subsidiaries’ Investments 's interest in such Subsidiary as determined in good faith by the Company's Board of Directors; (including any guarantee c) the Company would be permitted under this Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the obligations covenant described under Section 1014 at the time of such Unrestricted Subsidiary that will not be released concurrently with Designation (assuming the effectiveness of such designation but excluding any amounts attributable to Investments made prior to the Issue DateDesignation); (cd) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Company which is not simultaneously being designated an Unrestricted Subsidiary; (de) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse Unrestricted Subsidiary Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the NotesSecurities; and (ef) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Payment. In the event of any such designationDesignation, the Issuers Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.04 1015 for all purposes of this Indenture in an amount equal to the Designation Amount. The Company shall not and shall not cause or permit any Restricted Subsidiary to at any time (a) provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), other than Permitted Investments in Unrestricted Subsidiaries, or (b) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary. For purposes of the foregoing, the designation Designation of a Subsidiary of an Issuer the Company as an Unrestricted Subsidiary shall be deemed to be the designation Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers Company may revoke any designation 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 revocationRevocation; (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such revocation Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this Indenture; and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocationRevocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocationRevocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the covenant described under Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation1014. All designations Designations and revocations Revocations must be evidenced by a resolution of the Company’s Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Unrestricted Subsidiaries. The Issuers Seller may designate after the Issue Date any Subsidiary (other than the Issuer or a Bond Guarantor) as an Unrestricted Subsidiary (a “Unrestricted Subsidiary” under this Indenture Designation”) only if: (aA) no Default shall have occurred and be continuing at the time of or after giving effect to such designationDesignation; (b) either (i) such Subsidiary has total assets of less than $1,000 or (iiB) the Issuers Parent would be permitted to make an Investment (other than a Permitted Investment) at the time of designation Designation (assuming the effectiveness of such designationDesignation) pursuant to Section 4.04 Condition 8.2 (Limitation on Restricted Payments) in an amount (the “Designation Amount”) equal to the greater of (1) the net book value of the Parent’s interest in such Subsidiary calculated in accordance with US GAAP, and (2) the Fair Market Value of the CompanyParent’s and its Restricted Subsidiaries’ Investments interest in such Subsidiary as determined in good faith by the Parent’s board of directors; (including any guarantee C) the Parent would be permitted to incur £1.00 of additional Financial Indebtedness (other than Permitted Financial Indebtedness) pursuant to Clause 14.4(K) at the obligations time of such Unrestricted Subsidiary that will not be released concurrently with Designation (assuming the effectiveness of such designation but excluding any amounts attributable to Investments made prior to the Issue DateDesignation); (cD) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary; (dE) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Financial Indebtedness other than Non-recourse Unrestricted Subsidiary Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee guarantee for the NotesBonds or accede as a Guarantor; and (eF) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company Parent or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially no less favorable favourable to the Company Parent or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers Parent or any Restricted Subsidiary or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such the Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Payment. In the event of any such designationDesignation, the Issuers Parent shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.04 Condition 8.2 (Limitation on Restricted Payments) for all purposes of this Indenture Deed in an amount equal to the Designation Amount. Save as provided in the CTA Documentation (in the form agreed as at the Restructuring Date) and save as otherwise provided herein, each Obligor shall not and shall not cause or permit the Parent or any Restricted Subsidiary at any time, to: (1) provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Financial Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Financial Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries); or (2) be directly or indirectly liable for any Financial Indebtedness of any Unrestricted Subsidiary provided that the foregoing shall not prohibit the existence of guarantees (not incurred in contemplation of that company becoming an Unrestricted Subsidiary) in existence at the time such Unrestricted Subsidiary was classified an Unrestricted Subsidiary. For purposes of the foregoing, the designation Designation of a Subsidiary of an Issuer the Parent as an Unrestricted Subsidiary shall be deemed to be the designation Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers Seller may revoke any designation Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if: (aA) no Default shall have occurred and be continuing at the time of and after giving effect to such revocationRevocation; (bB) all Liens Security Interests and Financial Indebtedness of such Unrestricted Subsidiary outstanding immediately following such revocation Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this IndentureDeed; and (cC) unless such redesignated Subsidiary shall not have any Financial Indebtedness outstanding (other than Financial Indebtedness that which would be Permitted Indebtedness)Financial Indebtedness if deemed incurred on the date of Revocation, (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocationor which, and after giving pro forma effect to the incurrence of any such Financial Indebtedness of such redesignated Subsidiary as if such Financial Indebtedness was incurred on the date of the revocationRevocation, the Company Parent could incur $£1.00 of as additional Financial Indebtedness (other than as Permitted Financial Indebtedness) pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocationClause 14.4(L). All designations Designations and revocations Revocations must be evidenced by a resolution of the Company’s Board board of Directors directors of the Parent delivered to the Trustee Bank certifying compliance with the foregoing provisions. The Seller will be deemed to have designated the Eggborough Subsidiaries as Unrestricted Subsidiaries at the time the Trust Deed is entered into without complying with the foregoing test.

Limitation on Unrestricted Subsidiaries. The Issuers may designate after the Issue Date Company will not make, and will not permit any Subsidiary as an “of its Restricted Subsidiaries to make, any Investments in Unrestricted Subsidiary” under this Indenture only Subsidiaries if: (a) no Default shall have occurred and be continuing , at the time thereof, the aggregate amount of or after giving effect such Investments would exceed the amount of Restricted Payments then permitted to such designation; (b) either be made pursuant to the "-- Limitation on Restricted Payments" covenant. Any Investments in Unrestricted Subsidiaries permitted to be made pursuant to this covenant (i) such Subsidiary has total assets will be treated as the payment of less than $1,000 or a Restricted Payment in calculating the amount of Restricted Payments made by the Company and (ii) may be made in cash or property. (Section 1019) Provision of Financial Statements. The Indenture provides that, whether or not the Issuers Company is subject to Section 13(a) or 15(d) of the Exchange Act, the Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which the Company would have been required to file with the Commission pursuant to such Section 13(a) or 15(d) if the Company were so subject, such documents to be permitted filed with the Commission on or prior to make an Investment at the time respective dates (the "Required Filing Dates") by which the Company would have been required so to file such documents if the Company were so subject. The Company will also in any event (x) within 15 days of designation each Required Filing Date (assuming i) transmit by mail to all holders, as their names and addresses appear in the effectiveness Note register, without cost to such holders and (ii) file with the Trustee copies of such designation) the annual reports, quarterly reports and other documents which the Company would have been required to file with the Commission pursuant to Section 4.04 in an amount (the “Designation Amount”13(a) equal to the Fair Market Value or 15(d) of the Company’s and its Restricted Subsidiaries’ Investments in such Subsidiary (including any guarantee of the obligations of such Unrestricted Subsidiary that will not be released concurrently with such designation but excluding any amounts attributable to Investments made prior to the Issue Date); (c) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary; (d) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (e) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with Exchange Act if the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding were subject to such Unrestricted Subsidiary from Sections and after the date of designation shall be deemed a Restricted Payment. In the event of any such designation, the Issuers shall be deemed to have made an Investment pursuant to Section 4.04 for all purposes of this Indenture in an amount equal to the Designation Amount. For purposes of the foregoing, the designation of a Subsidiary of an Issuer as an Unrestricted Subsidiary shall be deemed to be the designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers may revoke any designation of a Subsidiary as an Unrestricted Subsidiary if: (a) no Default shall have occurred and be continuing at the time of and after giving effect to such revocation; (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; and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocation, the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) or (y) if prior to filing such revocation documents by the Company could with the Commission is not incur $1.00 permitted under the Exchange Act, promptly upon written request and payment of additional Indebtedness pursuant the reasonable cost of duplication and delivery, supply copies of such documents to Section 4.03(a) any prospective holder at the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation's cost. All designations and revocations must be evidenced by a resolution of the Company’s Board of Directors delivered to the Trustee certifying compliance with the foregoing provisions.(Section 1020)

Limitation on Unrestricted Subsidiaries. (a) The Issuers Board of Directors of the Company may designate after the Issue Date any Subsidiary as (other than a Subsidiary Guarantor) to be an “"Unrestricted Subsidiary” under this Indenture " (a "Designation") only if: (ai) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (b) either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers Company would be permitted to make an Investment (other than a Permitted Investment) at the time of designation Designation (assuming the effectiveness of such designation) pursuant to the first paragraph of Section 4.04 1009 in an amount (the “"Designation Amount”") equal to the greater of (1) the net book value on such date of the Company's interest in such Subsidiary calculated in accordance with GAAP or (2) the Fair Market Value on such date of the Company’s and its Restricted Subsidiaries’ Investments 's interest in such Subsidiary (including any guarantee as determined in good faith by the Company's Board of the obligations of such Unrestricted Subsidiary that will not be released concurrently with such designation but excluding any amounts attributable to Investments made prior to the Issue Date)Directors; (ciii) the Company would be permitted under this Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 1008 at the time of such designation (assuming the effectiveness of such designation); and (iv) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Company which is not simultaneously being designated an Unrestricted Subsidiary; (d) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (e) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Payment. In the event of any such designationDesignation, the Issuers Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.04 1009 for all purposes of this Indenture in an amount equal to the Designation Amount. For purposes greater of (1) the net book value of the foregoingCompany's interest in such Subsidiary calculated in accordance with GAAP or (2) the Fair Market Value of the Company's interest in such Subsidiary as determined in good faith by the Board of Directors of the Company. Neither the Company nor any Restricted Subsidiary shall at any time (x) provide a guarantee of, or similar credit support to, any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Indebtedness); PROVIDED that the designation Company may pledge Capital Stock of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against the Company other than to obtain such pledged property, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity) upon the occurrence of a Subsidiary default with respect to any other Indebtedness that is Indebtedness of an Issuer as an Unrestricted Subsidiary shall be deemed (including any corresponding right to be the designation take enforcement action against such Unrestricted Subsidiary). (b) The Board of all Directors of the Subsidiaries of such Company may designate any Unrestricted Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers may revoke any designation of a Subsidiary as an Unrestricted Subsidiary if: (ai) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such revocation;designation; and (bii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such revocation designation would, if incurred at such time, have been permitted to be incurred for all purposes of under this Indenture; and (c) unless . Any such redesignated designation as an Unrestricted Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), (x) if prior to such revocation or Restricted Subsidiary by the Board of Directors of the Company could incur $1.00 of additional Indebtedness pursuant shall be evidenced to Section 4.03(a) immediately after the Trustee by filing a board resolution with the Trustee giving effect to such proposed revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocation, the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation. All designations and revocations must be evidenced by a resolution of the Company’s Board of Directors delivered to the Trustee certifying compliance with the foregoing provisionsdesignation.