Common use of Restricted Subsidiaries Clause in Contracts

Restricted Subsidiaries. (a) The Board of Directors may designate any Restricted Subsidiary or any Person that is to become a Subsidiary as an Unrestricted Subsidiary, or the Company or any Restricted Subsidiary may transfer any assets or properties to an Unrestricted Subsidiary, if (i) prior to and immediately after such designation, no Default or Event of Default shall have occurred and be continuing; (ii) such subsidiary or Person, together with all other Unrestricted Subsidiaries, shall not in the aggregate have Net Tangible Assets greater than 15% of the Company's Consolidated Net Tangible Assets, and (iii) prior to the Release Date, such Restricted Subsidiary becomes an Unrestricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust; provided, however, that for the purposes of this Section 1008, (1) the Company's Consolidated Net Tangible Assets shall also include the aggregate Net Tangible Assets of such Subsidiary or Person and all other Unrestricted Subsidiaries and (2) Excluded Assets shall be excluded from the calculation of Net Tangible Assets and Consolidated Net Tangible Assets. (b) The Board of Directors may not designate (i) any Unrestricted Subsidiary as a Restricted Subsidiary or (ii) prior to the Release Date, any Person that is to become a Subsidiary as a Restricted Subsidiary, unless: (i) such Unrestricted Subsidiary or such Person is incorporated or organized in Canada or a province or territory thereof, or in the United States or any state thereof or the District of Columbia; (ii) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; and (iii) prior to the Release Date, such Unrestricted Subsidiary or such Person becomes a Restricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust. (c) Nothing is this Section 1008 shall restrict or limit the Company or any Restricted Subsidiary from transferring any asset that is an Excluded Asset to any Unrestricted Subsidiary or any Person that is to become an Unrestricted Subsidiary.

Restricted Subsidiaries. In the event any Person is or becomes a Restricted Subsidiary, Borrower will (a) The Board of Directors promptly take all action necessary to comply with Section 6.14, (b) promptly take all such action and execute and deliver, or cause to be executed and delivered, to the Administrative Agent all such documents, opinions, instruments, agreements, and certificates similar to those described in Section 5.01(b) and Section 5.01(c) that the Administrative Agent may designate any request, and (c) promptly cause such Restricted Subsidiary or any Person that is to become a Subsidiary as an Unrestricted Subsidiary, or the Company or any Restricted Subsidiary may transfer any assets or properties to an Unrestricted Subsidiary, if (i) prior become a party to this Agreement and immediately after such designationGuarantee the Obligations by executing and delivering to the Administrative Agent a Counterpart Agreement in the form of Exhibit C, no Default or Event of Default shall have occurred and be continuing; (ii) such subsidiary to the extent required to comply with Section 6.09 or as requested by the Administrative Agent, execute and deliver Mortgages and other Security Instruments creating Liens prior and superior in right to any other Person, together with all subject to Permitted Encumbrances, in such Restricted Subsidiary’s Oil and Gas Interests and other Unrestricted Subsidiaries, shall not in the aggregate have Net Tangible Assets greater than 15% assets. Upon delivery of the Company's Consolidated Net Tangible Assets, and (iii) prior any such Counterpart Agreement to the Release DateAdministrative Agent, notice of which is hereby waived by each Credit Party, such Restricted Subsidiary becomes an Unrestricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust; provided, however, that for the purposes of this Section 1008, (1) the Company's Consolidated Net Tangible Assets shall also include the aggregate Net Tangible Assets of such Subsidiary or Person and all other Unrestricted Subsidiaries and (2) Excluded Assets shall be excluded from a Guarantor and shall be as fully a party hereto as if such Restricted Subsidiary were an original signatory hereto. Each Credit Party expressly agrees that its obligations arising hereunder shall not be affected or diminished by the calculation addition or release of Net Tangible Assets and Consolidated Net Tangible Assets. (b) The Board any other Credit Party hereunder. This Agreement shall be fully effective as to any Credit Party that is or becomes a party hereto regardless of Directors may not designate (i) whether any Unrestricted Subsidiary as other Person becomes or fails to become or ceases to be a Credit Party hereunder. With respect to each such Restricted Subsidiary, the Borrower shall promptly send to the Administrative Agent written notice setting forth with respect to such Person the date on which such Person became a Restricted Subsidiary of the Borrower, and supplement the data required to be set forth in the Schedules to this Agreement as a result of the acquisition or (ii) prior creation of such Restricted Subsidiary; provided that such supplemental data must be reasonably acceptable to the Release Date, any Person that is to become a Subsidiary as a Restricted Subsidiary, unless: (i) such Unrestricted Subsidiary or such Person is incorporated or organized in Canada or a province or territory thereof, or in the United States or any state thereof or the District of Columbia; (ii) immediately before Administrative Agent and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; and (iii) prior to the Release Date, such Unrestricted Subsidiary or such Person becomes a Restricted Subsidiary (as defined in the Deed of Trust) under the Deed of TrustMajority Lenders. (c) Nothing is this Section 1008 shall restrict or limit the Company or any Restricted Subsidiary from transferring any asset that is an Excluded Asset to any Unrestricted Subsidiary or any Person that is to become an Unrestricted Subsidiary.

Restricted Subsidiaries. In the event any Person is or becomes a Restricted Subsidiary, Borrower will (a) The Board of Directors promptly take all action necessary to comply with Section 6.13, (b) promptly take all such action and execute and deliver, or cause to be executed and delivered, to the Administrative Agent all such opinions, documents, instruments, agreements, and certificates similar to those described in Section 5.01(b) and Section 5.01(c) that the Administrative Agent may designate reasonably request, and (c) promptly cause any such Restricted Subsidiary or any Person that is to (i) become a Subsidiary as an Unrestricted Subsidiaryparty to this Agreement, or the Company or any Security Agreement and the Pledge Agreement and Guarantee the Obligations by executing and delivering to the Administrative Agent a Counterpart Agreement in the form of Exhibit C, and (ii) grant to the Administrative Agent, for the benefit of the Lenders, a Lien on and security interest in all assets and properties of such Restricted Subsidiary may transfer any assets or properties to an Unrestricted Subsidiary, if (i) prior any, required to and immediately after comply with Section 6.09. Upon delivery of any such designation, no Default or Event of Default shall have occurred and be continuing; (ii) such subsidiary or Person, together with all other Unrestricted Subsidiaries, shall not in the aggregate have Net Tangible Assets greater than 15% of the Company's Consolidated Net Tangible Assets, and (iii) prior Counterpart Agreement to the Release DateAdministrative Agent, notice of which is hereby waived by each Credit Party, such Restricted Subsidiary becomes an Unrestricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust; provided, however, that for the purposes of this Section 1008, (1) the Company's Consolidated Net Tangible Assets shall also include the aggregate Net Tangible Assets of such Subsidiary or Person and all other Unrestricted Subsidiaries and (2) Excluded Assets shall be excluded from a Guarantor and shall be as fully a party hereto as if such Restricted Subsidiary were an original signatory hereto. Each Credit Party expressly agrees that its obligations arising hereunder shall not be affected or diminished by the calculation addition or release of Net Tangible Assets and Consolidated Net Tangible Assets. (b) The Board any other Credit Party hereunder. This Agreement shall be fully effective as to any Credit Party that is or becomes a party hereto regardless of Directors may not designate (i) whether any Unrestricted Subsidiary as other Person becomes or fails to become or ceases to be a Credit Party hereunder. With respect to each such Restricted Subsidiary, Borrower shall promptly send to the Administrative Agent written notice setting forth with respect to such Person the date on which such Person became a Restricted Subsidiary of the Borrower, and supplement the data required to be set forth in the Schedules to this Agreement as a result of the acquisition or (ii) prior creation of such Restricted Subsidiary; provided that such supplemental data must be reasonably acceptable to the Release Date, any Person that is to become a Subsidiary as a Restricted Subsidiary, unless: (i) such Unrestricted Subsidiary or such Person is incorporated or organized in Canada or a province or territory thereof, or in the United States or any state thereof or the District of Columbia; (ii) immediately before Administrative Agent and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; and (iii) prior to the Release Date, such Unrestricted Subsidiary or such Person becomes a Restricted Subsidiary (as defined in the Deed of Trust) under the Deed of TrustRequired Lenders. (c) Nothing is this Section 1008 shall restrict or limit the Company or any Restricted Subsidiary from transferring any asset that is an Excluded Asset to any Unrestricted Subsidiary or any Person that is to become an Unrestricted Subsidiary.

Restricted Subsidiaries. In the event any Person is or becomes a Restricted Subsidiary, Borrower will (a) The Board of Directors promptly take all action necessary to comply with Section 6.14, (b) promptly take all such action and execute and deliver, or cause to be executed and delivered, to the Administrative Agent all such documents, opinions, instruments, agreements, and certificates similar to those described in Section 5.01(b) and Section 5.01(c) that the Administrative Agent may designate any request, and (c) promptly cause such Restricted Subsidiary or any Person that is to become a Subsidiary as an Unrestricted Subsidiary, or the Company or any Restricted Subsidiary may transfer any assets or properties to an Unrestricted Subsidiary, if (i) prior become a party to this Agreement and immediately after such designationGuarantee the Obligations by executing and delivering to the Administrative Agent a Counterpart Agreement in the form of Exhibit C, no Default or Event of Default shall have occurred and be continuing; (ii) such subsidiary or Person, together with all other Unrestricted Subsidiaries, shall not in the aggregate have Net Tangible Assets greater than 15% of the Company's Consolidated Net Tangible Assets, and (iii) prior to the Release Dateextent required to comply with Section 6.09 or as requested by the Administrative Agent, execute and deliver Mortgages and other Security Instruments creating Liens prior and superior in right to any other Person (except Liens created pursuant to the Revolving Facility Documents), subject to Permitted Encumbrances, in such Restricted Subsidiary’s Oil and Gas Interests and other assets. Upon delivery of any such Counterpart Agreement to the Administrative Agent, notice of which is hereby waived by each Credit Party, such Restricted Subsidiary becomes an Unrestricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust; provided, however, that for the purposes of this Section 1008, (1) the Company's Consolidated Net Tangible Assets shall also include the aggregate Net Tangible Assets of such Subsidiary or Person and all other Unrestricted Subsidiaries and (2) Excluded Assets shall be excluded from a Guarantor and shall be as fully a party hereto as if such Restricted Subsidiary were an original signatory hereto. Each Credit Party expressly agrees that its obligations arising hereunder shall not be affected or diminished by the calculation addition or release of Net Tangible Assets and Consolidated Net Tangible Assets. (b) The Board any other Credit Party hereunder. This Agreement shall be fully effective as to any Credit Party that is or becomes a party hereto regardless of Directors may not designate (i) whether any Unrestricted Subsidiary as other Person becomes or fails to become or ceases to be a Credit Party hereunder. With respect to each such Restricted Subsidiary, the Borrower shall promptly send to the Administrative Agent written notice setting forth with respect to such Person the date on which such Person became a Restricted Subsidiary of the Borrower, and supplement the data required to be set forth in the Schedules to this Agreement as a result of the acquisition or (ii) prior creation of such Restricted Subsidiary; provided that such supplemental data must be reasonably acceptable to the Release Date, any Person that is to become a Subsidiary as a Restricted Subsidiary, unless: (i) such Unrestricted Subsidiary or such Person is incorporated or organized in Canada or a province or territory thereof, or in the United States or any state thereof or the District of Columbia; (ii) immediately before Administrative Agent and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; and (iii) prior to the Release Date, such Unrestricted Subsidiary or such Person becomes a Restricted Subsidiary (as defined in the Deed of Trust) under the Deed of TrustRequired Lenders. (c) Nothing is this Section 1008 shall restrict or limit the Company or any Restricted Subsidiary from transferring any asset that is an Excluded Asset to any Unrestricted Subsidiary or any Person that is to become an Unrestricted Subsidiary.

Restricted Subsidiaries. (a) The Board of Directors may designate any Every Subsidiary will be a Restricted Subsidiary or any Person that is to become a Subsidiary unless designated by the Borrower as an Unrestricted Subsidiary, or . The Borrower may from time to time by notice in writing to the Company or any Administrative Agent be entitled to request the consent of all of the Lenders that a Restricted Subsidiary may transfer will no longer be a Restricted Subsidiary; provided that the Borrower will not be entitled to make any assets such request or properties designation if immediately after giving effect to an Unrestricted any such designation: (a) a Default or Event of Default would occur or be continuing; (b) a Borrowing Base Shortfall would result. If a Restricted Subsidiary is requested to no longer be designated as a Restricted Subsidiary, if all of the Lenders have consented thereto and the conditions in subclauses (ia) prior to and immediately (b) above have been or will be satisfied, the Lenders will (as soon as reasonably practicable) redetermine the Borrowing Base after excluding the assets of such designationRestricted Subsidiary and, provided that such redetermination confirms no Borrowing Base Shortfall and the Administrative Agent determines that no Default or Event of Default shall have occurred would result, the Administrative Agent will confirm in writing the redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary and be continuingwill cancel and return the Subsidiary Security of such Unrestricted Subsidiary. Every Subsidiary acquired or created after the Closing Date shall, unless by definition such Subsidiary is an Unrestricted Subsidiary, or is designated an Unrestricted Subsidiary in accordance with terms hereof within 15 days of acquisition or creation, within such 15 day period, (i) provide a guarantee, subordination and security in substantially the form and substance of the Security granted by the other Restricted Subsidiaries, including fixed charges if requested by the Administrative Agent together with the applicable opinions, all in form and substance satisfactory to the Administrative Agent, acting reasonably, and such guarantee, subordination and security will form part of the Subsidiary Security; and (ii) execute and deliver to the Administrative Agent such subsidiary or Person, together with documents necessary to become a party to this Agreement and agree to become bound by all other Unrestricted Subsidiaries, shall not in the aggregate have Net Tangible Assets greater than 15% of the Company's Consolidated Net Tangible Assets, same covenants and (iii) prior to the Release Date, such Restricted Subsidiary becomes an Unrestricted Subsidiary (as defined in the Deed agreements of Trust) under the Deed of Trust; provided, however, that for the purposes of this Section 1008, (1) the Company's Consolidated Net Tangible Assets shall also include the aggregate Net Tangible Assets of such Subsidiary or Person and all other Unrestricted Subsidiaries and (2) Excluded Assets shall be excluded from the calculation of Net Tangible Assets and Consolidated Net Tangible Assets. (b) The Board of Directors may not designate (i) any Unrestricted Subsidiary as a Restricted Subsidiary or (ii) prior to the Release Dateas contained in this Agreement. For certainty, any Person that is to become a Subsidiary as a Restricted Subsidiary, unless: (i) such Permitted Unrestricted Subsidiary or such Person is incorporated or organized in Canada or a province or territory thereofand each of Pro Holding Company, or in the United States or any state thereof or the District of Columbia; (ii) immediately before Pro LP Corp and after giving effect to such designation, no Default or Event of Default shall have occurred and Pro GP Corp will not be continuing; and (iii) prior to the Release Date, such Unrestricted Subsidiary or such Person becomes a Restricted Subsidiary (as defined in unless and until the Deed above provisions of Trust) under the Deed of TrustSection 12.10 are complied with. (c) Nothing is this Section 1008 shall restrict or limit the Company or any Restricted Subsidiary from transferring any asset that is an Excluded Asset to any Unrestricted Subsidiary or any Person that is to become an Unrestricted Subsidiary.

Restricted Subsidiaries. (a) The Board board of Directors directors of the Borrower may designate any Restricted Subsidiary or any Person that is to become a Subsidiary as an Unrestricted Subsidiary, or the Company Borrower or any Restricted Subsidiary may transfer any assets or properties to an Unrestricted Subsidiary, if (i) prior to and immediately after such designationdesignation or transfer, no Default or Event of Default shall have occurred and be continuing; , and (ii) such subsidiary Subsidiary or Person, together with all other Unrestricted Subsidiaries, shall not in the aggregate have Net Tangible Assets greater than 15% of the Company's Borrower’s Consolidated Net Tangible Assets, and (iii) prior to the Release Date, such Restricted Subsidiary becomes an Unrestricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust; provided, however, that for . For the purposes of this Section 10086.4(a), (1) the Company's Borrower’s Consolidated Net Tangible Assets shall also include the aggregate Net Tangible Assets of such Subsidiary or Person and all other Unrestricted Subsidiaries and (2) Excluded Assets shall be excluded from the calculation of Net Tangible Assets and Consolidated Net Tangible Assets. (b) The Board board of Directors directors of the Borrower may not designate (i) any Unrestricted Subsidiary as a Restricted Subsidiary or (ii) prior to the Release Date, any Person that is to become a Subsidiary as a Restricted Subsidiary, unless: (i) such Unrestricted Subsidiary or such Person is incorporated or organized in Canada or a province Province or territory thereof, or in the United States or any state State thereof or the District of Columbia;; and (ii) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; and (iii) prior to the Release Date, such Unrestricted Subsidiary or such Person becomes a Restricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust. (c) Nothing is in this Section 1008 6.4 shall restrict or limit the Company Borrower or any Restricted Subsidiary from transferring any asset that is an Excluded Asset to any Unrestricted Subsidiary or any Person that is to become an Unrestricted Subsidiary. (d) As of the date of this Agreement, there are no Unrestricted Subsidiaries.

Restricted Subsidiaries. The Company shall not designate any Restricted Subsidiary as an Unrestricted Subsidiary, and shall not itself, and shall not permit any Restricted Subsidiary to, sell, convey, transfer or otherwise dispose of any assets, other than in the ordinary course of business, to any Unrestricted Subsidiary or any Person that becomes an Unrestricted Subsidiary as part of such transaction, unless, after giving effect to any such action, the assets (anot including any assets so sold, conveyed, transferred or otherwise disposed of, other than in the ordinary course of business, to any Unrestricted Subsidiary or any Person that becomes an Unrestricted Subsidiary as part of such transaction) and business of the Company and its remaining Restricted Subsidiaries generated at least 90% of Digital Mobile-SMR Operating Cash Flow in the fiscal quarter of the Company most recently completed prior to the date of such action. The Board of Directors may designate any existing Unrestricted Subsidiary or any Person that is about to become a Subsidiary of the Company as a Restricted Subsidiary if, after giving effect to such action (and, if such designation is made in connection with the acquisition of a Person or an operating business that is about to become a Subsidiary of the Company, after giving effect to all terms of such acquisition) on a pro forma basis, on the date of such action, the Debt of such Unrestricted Subsidiary outstanding immediately prior to such designation would have been permitted to be Incurred (and shall be deemed to have been Incurred) for all purposes of this Indenture. Subject to the second preceding paragraph and compliance with Section 1009, the Board of Directors may designate any Restricted Subsidiary as an Unrestricted Subsidiary. The designation by the Board of Directors of a Restricted Subsidiary as an Unrestricted Subsidiary shall, for all purposes of Section 1009 (including clause (b) thereof), be deemed to be a Restricted Payment of an amount equal to the fair market value of the Company's ownership interest in such Subsidiary (including, without duplication, such indirect ownership interest in all Subsidiaries of such Subsidiary), as determined by the Board of Directors in good faith and evidenced by a Board Resolution. Notwithstanding the foregoing provisions of this Section 1010, the Board of Directors may not designate a Subsidiary of the Company to be an Unrestricted Subsidiary if, after such designation, (a) the Company or any of its other Restricted Subsidiaries (i) provides credit support for, or a Guarantee of, any Debt of such Subsidiary (including any undertaking, agreement or instrument evidencing such Debt) or (ii) is directly or indirectly liable for any Debt of such Subsidiary, (b) a default with respect to any Debt of such Subsidiary (including any right which the holders thereof may have to take enforcement action against such Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Debt of the Company 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 final scheduled maturity or (c) such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, any Restricted Subsidiary which is not a Subsidiary of the Subsidiary to be so designated. The Board of Directors, from time to time, may designate any Person that is about to become a Subsidiary of the Company as an Unrestricted Subsidiary, and may designate any newly-created Subsidiary as an Unrestricted Subsidiary, or if at the time such Subsidiary is created it contains no assets (other than such de minimis amount of assets then required by law for the formation of corporations) and no Debt. Subsidiaries of the Company that are not designated by the Board of Directors as Restricted or Unrestricted Subsidiaries shall be deemed to be Restricted Subsidiaries. Notwithstanding any Restricted Subsidiary may transfer any assets or properties to an Unrestricted Subsidiaryprovisions of this Section 1010, if (i) prior to and immediately after such designation, no Default or Event all Subsidiaries of Default shall have occurred and be continuing; (ii) such subsidiary or Person, together with all other Unrestricted Subsidiaries, shall not in the aggregate have Net Tangible Assets greater than 15% of the Company's Consolidated Net Tangible Assets, and (iii) prior to the Release Date, such Restricted Subsidiary becomes an Unrestricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust; provided, however, that for the purposes of this Section 1008, (1) the Company's Consolidated Net Tangible Assets shall also include the aggregate Net Tangible Assets of such Subsidiary or Person and all other Unrestricted Subsidiaries and (2) Excluded Assets shall be excluded from the calculation of Net Tangible Assets and Consolidated Net Tangible Assets. (b) Unrestricted Subsidiaries. The Board of Directors may shall not designate (i) any Unrestricted Subsidiary as a Restricted Subsidiary or (ii) prior to change the Release Date, any Person that is to become designation of a Subsidiary as a Restricted Subsidiary, unless: (i) such Unrestricted Subsidiary or such Person is incorporated or organized in Canada or a province or territory thereof, or in the United States or any state thereof or the District of Columbia; (ii) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; and (iii) prior to the Release Date, such Unrestricted Subsidiary or such Person becomes a Restricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust. (c) Nothing is this Section 1008 shall restrict or limit the Company or more than twice in any Restricted Subsidiary from transferring any asset that is an Excluded Asset to any Unrestricted Subsidiary or any Person that is to become an Unrestricted Subsidiaryperiod of five years.

Restricted Subsidiaries. The Company shall not designate any Restricted Subsidiary as an Unrestricted Subsidiary, and shall not itself, and shall not permit any Restricted Subsidiary to, sell, convey, transfer or otherwise dispose of any assets, other than in the ordinary course of business, to any Unrestricted Subsidiary or any Person that becomes an Unrestricted Subsidiary as part of such transaction, unless such Subsidiary does not own any stock of, and does not own or hold any Lien on any property of, the Company or any Restricted Subsidiary; provided, that (a) any guarantee by the Company or any Restricted Subsidiary of the Company of any Indebtedness of the Subsidiary being designated as an Unrestricted Subsidiary shall be deemed an incurrence of such Indebtedness or an Investment by the Company or such Restricted Subsidiary (or both, if applicable); (b) either (i) the Subsidiary to be deemed an Unrestricted Subsidiary has total gross assets of $1,000 or less, or (ii) if the Subsidiary to be deemed an Unrestricted Subsidiary has total gross assets greater than $1,000, then such designation shall, for all purposes of Section 8.6 (including clause (b) thereof), be deemed to be a Restricted Payment of an amount equal to the fair market value of the Company's ownership interest in such Subsidiary (including, without duplication, such indirect ownership interest in all Subsidiaries of such Subsidiary), as determined by the Board (as defined below) in good faith; and (c) if applicable, the incurrence of Indebtedness and the Investment referred to in clause (a) of this proviso would be permitted under Sections 8.1 and 8.6, respectively. The Company's Board of Directors (the "Board") may designate any Restricted existing Unrestricted Subsidiary or any Person that is about to become a Subsidiary as an Unrestricted Subsidiary, or of the Company or any as a Restricted Subsidiary may transfer any assets or properties if, after giving effect to an Unrestricted Subsidiarysuch action (and, if such designation is made in connection with the acquisition of a Person or an operating business that is about to become a Subsidiary of the Company, after giving effect to all terms of such acquisition) (ia) on a pro forma basis, on the date of such action, the Liens and Indebtedness, if any, of such Unrestricted Subsidiary or Person outstanding immediately prior to such designation would have been permitted to be incurred (and immediately after such designation, shall be deemed to have been incurred) for all purposes of this Agreement; and (b) no Default or Event of Default shall have occurred and be continuing; (ii) such subsidiary or Person, together with all other Unrestricted Subsidiaries, shall not in . Notwithstanding the aggregate have Net Tangible Assets greater than 15% of the Company's Consolidated Net Tangible Assets, and (iii) prior to the Release Date, such Restricted Subsidiary becomes an Unrestricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust; provided, however, that for the purposes foregoing provisions of this Section 10088.16, (1) the Company's Consolidated Net Tangible Assets shall also include the aggregate Net Tangible Assets of such Subsidiary or Person and all other Unrestricted Subsidiaries and (2) Excluded Assets shall be excluded from the calculation of Net Tangible Assets and Consolidated Net Tangible Assets. (b) The Board of Directors may not designate (i) any of the Operating Affiliates to be an Unrestricted Subsidiary as a Restricted Subsidiary or (ii) prior Subsidiary. The Board, from time to the Release Datetime, may designate any Person that is about to become a Subsidiary as a Restricted Subsidiary, unless: (i) such Unrestricted Subsidiary or such Person is incorporated or organized in Canada or a province or territory thereof, or in the United States or any state thereof or the District of Columbia; (ii) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; and (iii) prior to the Release Date, such Unrestricted Subsidiary or such Person becomes a Restricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust. (c) Nothing is this Section 1008 shall restrict or limit the Company or any Restricted Subsidiary from transferring any asset that is an Excluded Asset to any Unrestricted Subsidiary or any Person that is to become as an Unrestricted Subsidiary, and may designate any newly-created Subsidiary as an Unrestricted Subsidiary, if at the time such Subsidiary is created it contains no assets (other than such de minimis amount of assets then required by law for the formation of corporations) and no Indebtedness. Subsidiaries of the Company that are not designated by the Board as Restricted or Unrestricted Subsidiaries shall be deemed to be Restricted Subsidiaries. Notwithstanding any provisions of this Section 8.16, all Subsidiaries of an Unrestricted Subsidiary shall be Unrestricted Subsidiaries.

Restricted Subsidiaries. (a) The Board board of Directors directors of the Borrower may designate any Restricted Subsidiary or any Person that is to become a Subsidiary as an Unrestricted Subsidiary, or the Company Borrower or any Restricted Subsidiary may transfer any assets or properties to an Unrestricted Subsidiary, if (i) prior to and immediately after such designationdesignation or transfer, no Default or Event of Default shall have occurred and be continuing; , and (ii) such subsidiary Subsidiary or Person, together with all other Unrestricted Subsidiaries, shall not in the aggregate have Net Tangible Assets greater than 15% of the CompanyBorrower's Consolidated Net Tangible Assets, and (iii) prior to the Release Date, such Restricted Subsidiary becomes an Unrestricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust; provided, however, that for . For the purposes of this Section 10086.4(a), (1) the CompanyBorrower's Consolidated Net Tangible Assets shall also include the aggregate Net Tangible Assets of such Subsidiary or Person and all other Unrestricted Subsidiaries and (2) other Excluded Assets shall be excluded from the calculation of Net Tangible Assets and Consolidated Net Tangible Assets. (b) The Board board of Directors directors of the Borrower may not designate (i) any Unrestricted Subsidiary as a Restricted Subsidiary or (ii) prior to the Release Date, any Person that is to become a Subsidiary as a Restricted Subsidiary, unless: (i) such Unrestricted Subsidiary or such Person is incorporated or organized in Canada or a province Province or territory thereof, or in the United States or any state State thereof or the District of Columbia;; and (ii) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; and (iii) prior to the Release Date, such Unrestricted Subsidiary or such Person becomes a Restricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust. (c) Nothing is in this Section 1008 6.4 shall restrict or limit the Company Borrower or any Restricted Subsidiary from transferring any asset that is an Excluded Asset to any Unrestricted Subsidiary or any Person that is to become an Unrestricted Subsidiary. (d) As of the date of this Agreement, there are no Unrestricted Subsidiaries.

Restricted Subsidiaries. None of the Obligors (aother than the Issuer, as to which the provisions of Section 6.01(a) The Board of Directors may designate shall be applicable) will, nor will it cause or permit any Restricted Subsidiary to, create, incur or suffer to exist any Person that is to become a Subsidiary as an Unrestricted Subsidiary, or the Company or any Restricted Subsidiary may transfer any assets or properties to an Unrestricted Subsidiary, if (i) prior to and immediately after such designation, no Default or Event of Default shall have occurred and be continuing; (ii) such subsidiary or Person, together with all other Unrestricted Subsidiaries, shall not in the aggregate have Net Tangible Assets greater than 15% of the Company's Consolidated Net Tangible Assets, and (iii) prior to the Release Date, such Restricted Subsidiary becomes an Unrestricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust; provided, however, that for the purposes of this Section 1008, (1) the Company's Consolidated Net Tangible Assets shall also include the aggregate Net Tangible Assets of such Subsidiary or Person and all other Unrestricted Subsidiaries and (2) Excluded Assets shall be excluded from the calculation of Net Tangible Assets and Consolidated Net Tangible Assets. (b) The Board of Directors may not designate (i) any Unrestricted Subsidiary as a Restricted Subsidiary or (ii) prior to the Release Date, any Person that is to become a Subsidiary as a Restricted Subsidiary, unlessIndebtedness except: (i) such Unrestricted Subsidiary or such Person is incorporated or organized in Canada or a province or territory thereof, or in Indebtedness to the United States or any state thereof or the District of ColumbiaHolders hereunder; (ii) immediately before Indebtedness of the Restricted Subsidiaries existing on the date hereof as set forth on Schedule 6.01; (iii) Indebtedness of any Restricted Subsidiary to the Issuer or any other Restricted Subsidiary, so long as the obligations in respect of such Indebtedness of any Obligor to any Restricted Subsidiary not an Obligor are subordinated to the Obligations of such Obligor hereunder and after giving effect under the other Note Documents upon terms in form and substance, and pursuant to documentation, satisfactory to the Administrative Agent; (iv) Indebtedness of Foreign Subsidiaries (including Acquired Indebtedness and Capital Lease Obligations, mortgage financings and purchase money obligations) incurred for the purpose of financing all or any part of the cost of construction, engineering, acquisition, installation, development or improvement by such Foreign Subsidiary or any of its Restricted Subsidiaries of any Telecommunications Assets of such Foreign Subsidiary or any of its Restricted Subsidiaries and including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, PROVIDED that the aggregate principal amount thereof shall not exceed $25,000,000 and any one time outstanding; (v) Indebtedness of Foreign Subsidiaries incurred in the ordinary course of business in accordance with customary industry practices in respect of letters of credit and performance bonds in amounts and for the purposes customary in the Issuer's industry (so long as no such performance bonds or letters of credit support Indebtedness); (vi) Indebtedness arising in connection with the pledge by any Restricted Subsidiary of its Equity Interest in any Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary, so long as the obligations of such Restricted Subsidiary in respect of such Indebtedness is limited in recourse to such designationEquity Interest; NOTE AND GUARANTEE AGREEMENT (vii) Permitted Refinancing Indebtedness in exchange for, no Default or Event the net proceeds of Default which are used to refund, refinance or replace, Indebtedness (other than intercompany Indebtedness) that is permitted under clauses (ii) or (iv) of this Section 6.01(b); (viii) Indebtedness of one or more Restricted Subsidiaries under the Vendor Agreements, PROVIDED that (x) the aggregate principal amount of such Indebtedness shall have occurred not exceed $485,000,000 and (y) none of such Indebtedness shall be continuingentitled to the benefits of any Lien except pursuant to the Junior Security Documents (or except as expressly permitted by the Junior Intercreditor and Collateral Agency Agreement); (ix) additional Indebtedness of one or more Restricted Subsidiaries in respect of vendor financing for the engineering, construction, installation, acquisition, development or improvement of Telecommunications Assets up to but not exceeding $15,000,000 at any one time outstanding; and (iiix) prior additional unsecured Indebtedness of Foreign Subsidiaries in an aggregate amount not to exceed $50,000,000 (or the Release Date, such Unrestricted Subsidiary or such Person becomes a Restricted Subsidiary (as defined equivalent thereof in the Deed of Trust) under the Deed of Trustforeign currency). (c) Nothing is this Section 1008 shall restrict or limit the Company or any Restricted Subsidiary from transferring any asset that is an Excluded Asset to any Unrestricted Subsidiary or any Person that is to become an Unrestricted Subsidiary.

Restricted Subsidiaries. (a) The Board of Directors may designate any Restricted Subsidiary or any Person that is to become a Subsidiary as an Unrestricted Subsidiary, or the Company or any Restricted Subsidiary may transfer any assets or properties to an Unrestricted Subsidiary, if (i) prior to and immediately after such designation, no Default or Event of Default shall have occurred and be continuing; (ii) such subsidiary or Person, together with all other Unrestricted Subsidiaries, shall not in the aggregate have Net Tangible Assets greater than 15% of the Company's ’s Consolidated Net Tangible Assets, and (iii) prior to the Release Date, such Restricted Subsidiary becomes an Unrestricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust; provided, however, that for the purposes of this Section 1008, (1) the Company's ’s Consolidated Net Tangible Assets shall also include the aggregate Net Tangible Assets of such Subsidiary or Person and all other Unrestricted Subsidiaries and (2) Excluded Assets shall be excluded from the calculation of Net Tangible Assets and Consolidated Net Tangible Assets. (b) The Board of Directors may not designate (i) any Unrestricted Subsidiary as a Restricted Subsidiary or (ii) prior to the Release Date, any Person that is to become a Subsidiary as a Restricted Subsidiary, unless: (i) such Unrestricted Subsidiary or such Person is incorporated or organized in Canada or a province or territory thereof, or in the United States or any state thereof or the District of Columbia; (ii) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; and (iii) prior to the Release Date, such Unrestricted Subsidiary or such Person becomes a Restricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust. (c) Nothing is this Section 1008 shall restrict or limit the Company or any Restricted Subsidiary from transferring any asset that is an Excluded Asset to any Unrestricted Subsidiary or any Person that is to become an Unrestricted Subsidiary.

Restricted Subsidiaries. As of the date hereof, the Company has no Restricted Subsidiaries. In the event that, after the date hereof, (a) The Board of Directors may designate the Company has, forms or acquires one or more Restricted Subsidiaries or one or more Restricted Subsidiaries otherwise exists, and (b) any such Restricted Subsidiary then or thereafter owns or acquires title to or an interest in any Person that item of Collateral (as such term is defined in the Indenture, herein referred to become a Subsidiary as an Unrestricted Subsidiarythe “Obligor Collateral”), or the Company or any Restricted Subsidiary may transfer any assets or properties to an Unrestricted Subsidiary, if then (i) prior each such Restricted Subsidiary (herein referred to as an “Obligor”) and immediately after the Person or Persons (such designationPerson or Persons, no Default whether one or Event more, herein referred to collectively as the “Obligor Equity Owner”) owning all of Default the equity interests of the Obligor (the “Obligor Equity Interests”) (A) shall have occurred execute and deliver to the Trustee (1) one or more additional security agreements, ship mortgages, fleet mortgages, assignments of insurance, assignments of earnings, real property mortgages, or other security documents, or one or more amendments to the Security Documents in existence on the Issue Date (the foregoing herein referred to collectively as the “Obligor Security Documents”), which shall, in each case, be continuingin form and substance satisfactory to the Trustee, pursuant to which such Obligor and such Obligor Equity Owner grant first priority security interests and/or Liens to the Trustee in, respectively, such Obligor Collateral and such Obligor Equity Interests; and (2) documents necessary and appropriate to perfect the Trustee’s first priority Liens and security interests in such Obligor Collateral and such Obligor Equity Interests, including, without limitation, any necessary or appropriate Uniform Commercial Code financing statements or amendments thereto; (ii) the Obligor and the Obligor Equity Owner shall deliver or cause to be delivered to the Trustee an Opinion of Counsel acceptable in form and substance to the Trustee and stating that (A) the Obligor Security Documents constitute valid, binding and enforceable obligations of such subsidiary Obligor and such Obligor Equity Owner; (B) upon the taking of steps therein described (including, without limitation, the filing of any necessary or Personappropriate Uniform Commercial Code financing statements or amendments thereto), together with all other Unrestricted Subsidiaries, shall not the Trustee will have a valid Lien or duly perfected security interest (as the case may be) in the aggregate have Net Tangible Assets greater than 15% Obligor Collateral and the Obligor Equity Interests; and (C) the Trustee’s security interest in any Obligor Equity Interests constituting investment property (as such term is defined in Section 9-102 of the UCC) will, upon the taking of the steps therein described, be perfected by control within the meaning of Section 9-106 of the UCC. The Company's Consolidated Net Tangible Assets, the Obligor and the Obligor Equity Interest Owner shall then promptly take the actions described in the immediately preceding clauses (ii)(B) and (iii) prior to the Release Date, such Restricted Subsidiary becomes an Unrestricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust; provided, however, that for the purposes of this Section 1008, (1) the Company's Consolidated Net Tangible Assets shall also include the aggregate Net Tangible Assets of such Subsidiary or Person and all other Unrestricted Subsidiaries and (2) Excluded Assets shall be excluded from the calculation of Net Tangible Assets and Consolidated Net Tangible Assetsii)(C). (b) The Board of Directors may not designate (i) any Unrestricted Subsidiary as a Restricted Subsidiary or (ii) prior to the Release Date, any Person that is to become a Subsidiary as a Restricted Subsidiary, unless: (i) such Unrestricted Subsidiary or such Person is incorporated or organized in Canada or a province or territory thereof, or in the United States or any state thereof or the District of Columbia; (ii) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; and (iii) prior to the Release Date, such Unrestricted Subsidiary or such Person becomes a Restricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust. (c) Nothing is this Section 1008 shall restrict or limit the Company or any Restricted Subsidiary from transferring any asset that is an Excluded Asset to any Unrestricted Subsidiary or any Person that is to become an Unrestricted Subsidiary.

Restricted Subsidiaries. (a) The Board of Directors may designate any Restricted Subsidiary or any Person that is to become a Subsidiary as an Unrestricted Subsidiary, or the Company or any Restricted Subsidiary may transfer any assets or properties to an Unrestricted Subsidiary, if (i) prior to and immediately after such designation, no Default or Event of Default shall have occurred and be continuing; (ii) such subsidiary Subsidiary or Person, together with all other Unrestricted Subsidiaries, shall not in the aggregate have Net Tangible Assets greater than 15% of the Company's ’s Consolidated Net Tangible Assets, and (iii) prior to the Release Date, such Restricted Subsidiary becomes an Unrestricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust; provided, however, that for the purposes of this Section 10081009, (1) the Company's ’s Consolidated Net Tangible Assets shall also include the aggregate Net Tangible Assets of such Subsidiary or Person and all other Unrestricted Subsidiaries and (2) Excluded Assets shall be excluded from the calculation of Net Tangible Assets and Consolidated Net Tangible Assets. (b) The Board of Directors may not designate (i1) any Unrestricted Subsidiary as a Restricted Subsidiary or (ii2) prior to the Release Date, any Person that is to become a Subsidiary as a Restricted Subsidiary, unless: (iA) such Unrestricted Subsidiary or such Person is incorporated or organized in Canada or a province Province or territory thereof, or in the United States or any state State thereof or the District of Columbia; (iiB) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; and (iiiC) prior to the Release Date, such Unrestricted Subsidiary or such Person becomes a Restricted Subsidiary (as defined in the Deed of Trust) “Designated Subsidiary” under the Deed of Trust. (c) Nothing is this Section 1008 1009 shall restrict or limit the Company or any Restricted Subsidiary from transferring any asset that is an Excluded Asset to any Unrestricted Subsidiary or any Person that is to become an Unrestricted Subsidiary.

Restricted Subsidiaries. (a) The Board On the Effective Date, Restricted Subsidiaries shall consist of Directors may designate the Subsidiaries listed as such on Schedule 5.01(b). (b) Upon the occurrence of the last of all of the following events with respect to a Subsidiary, such Subsidiary shall become a Restricted Subsidiary: (i) the Subsidiary is or becomes a Subsidiary of the Borrower and 80% or more of the Capital Stock and Voting Stock of the Subsidiary is owned through Restricted Subsidiaries, by the Borrower, (ii) the Subsidiary is a Guarantor or becomes an Additional Guarantor, (iii) the Subsidiary pledges a substantial majority of its assets to secure the Loans under the Security Documents, (iv) all of the Capital Stock of the Subsidiary owned by the Borrower and Restricted Subsidiaries is pledged to secure the Loans under the Security Documents and (v) notice of the foregoing shall have been received by the Administrative Agent. (c) Upon the occurrence of the last of all of the following events with respect to a Subsidiary organized under laws of a jurisdiction outside the United States, such Subsidiary shall become a Restricted Subsidiary: (i) the Subsidiary is or becomes a Wholly Owned Subsidiary of the Borrower, (ii) the Subsidiary is a Guarantor or becomes an Additional Guarantor, to the extent legally permissible, or except as reasonably determined by the Administrative Agent to be impractical, (iii) the Subsidiary pledges substantially all of its assets to secure the Loans under the Security Documents to the extent legally permissible, except as reasonably determined by the Administrative Agent to be impractical, (iv) all of the Capital Stock and Voting Stock of the Subsidiary is pledged to secure the Loans under the Security Documents to the extent legally permissible, except as reasonably determined by the Administrative Agent to be impractical, and (v) notice of the foregoing shall have been received by the Administrative Agent; provided that if any of the actions set forth in (ii), (iii) or (iv) above are not legally permissible or are reasonably determined by the Administrative Agent to be impractical, but become legally permissible or are reasonably determined by the Administrative Agent not to be impractical at any time after the date hereof, such Subsidiary shall take such actions if requested by the Administrative Agent within 30 days of such request. (i) Upon the occurrence of any of the following events, a Restricted Subsidiary or (the "Converting Restricted Subsidiary") shall automatically and without further action by any Person cease to be a Restricted Subsidiary: (A) at least 80% of the Capital Stock and Voting Stock of the Converting Restricted Subsidiary ceases to be owned directly, or indirectly through Restricted Subsidiaries, by the Borrower, (B) the Guarantee, if any, of the Converting Restricted Subsidiary of the Loans is released involuntarily in whole or part or otherwise becomes unenforceable in any material respect, (C) the assets of the Converting Restricted Subsidiary pledged to secure the Loans, if any, are released involuntarily in whole or part, or the Lien, if any, in favor of the Lenders on any material portion of the Collateral contemplated under the Security Documents is unenforceable or ineffective, except as otherwise permitted hereunder, (D) for a Converting Restricted Subsidiary organized under the laws of the United States, less than all of the Capital Stock of the Converting Restricted Subsidiary owned by the Borrower and Restricted Subsidiaries remains pledged to secure the Loans under the Security Documents, (E) for a Converting Restricted Subsidiary organized under the laws of a jurisdiction outside the United States, Capital Stock and Voting Stock constituting less than (1) the lesser of the Capital Stock and Voting Stock owned by the Borrower and Restricted Subsidiaries or (2) 66% of the Capital Stock and Voting Stock of the Converting Restricted Subsidiary remains pledged to secure the Loans under the Security Documents or (F) the Converting Restricted Subsidiary ceases to be a Wholly Owned Subsidiary of the Borrower and (1) is not a Guarantor or an Additional Guarantor or (2) has not pledged a substantial majority of its assets to secure the Loans under the Security Documents; provided, further, that Temporary Restricted Subsidiaries are not subject to this paragraph (d); provided, moreover, that a conversion under this paragraph is deemed to become be an Investment in Principal Subsidiaries under Section 8.02(d)(ii)(S) as of the date of such conversion whether or not such an Investment is permitted pursuant to that Section. (ii) Upon the occurrence of any of the events specified in Section 12.01(d)(i), a Converting Restricted Subsidiary as shall automatically and without further action by any Person become: (A) a Principal Subsidiary, if it meets the requirements set forth in Sections 12.02(b) or (c), (B) a Designated Foreign Subsidiary, if it meets the requirements set forth in Section 12.03(b) or (c), or (C) an Unrestricted Subsidiary, if it does not meet any of the requirements set forth in the preceding clauses (A) or (B). (e) Subject to the Company provisions of Section 8.02(d)(ii)(S), upon the occurrence of the last of all of the following events, a Restricted Subsidiary shall become a Principal Subsidiary voluntarily: (i) the Restricted Subsidiary is designated a Principal Subsidiary by the Board of Directors of the Parent and (ii) notice of the foregoing shall have been received by the Administrative Agent. Upon conversion to a Principal Subsidiary pursuant to this 100 paragraph (e), provided that no Default exists, the Administrative Agent shall promptly release the assets of the Subsidiary and any Capital Stock of the Subsidiary not owned by the Borrower or any Restricted Subsidiary may transfer any assets or properties from the Lien of the Security Documents and release such Principal Subsidiary as a Guarantor. (f) Subject to the provisions of Section 8.02, upon the occurrence of the last of the following events, a Restricted Subsidiary shall become an Unrestricted Subsidiary voluntarily: (i) the Restricted Subsidiary is designated as an Unrestricted Subsidiary by the Board of Directors of the Parent, and (ii) notice of the foregoing shall have been received by the Administrative Agent. Upon conversion to an Unrestricted Subsidiary, if (i) prior to and immediately after such designation, provided that no Default or Event of Default exists, the Administrative Agent shall have occurred and be continuing; (ii) such subsidiary or Person, together with all other Unrestricted Subsidiaries, shall not in promptly release the aggregate have Net Tangible Assets greater than 15% assets of the Company's Consolidated Net Tangible Assets, and (iii) prior to the Release Date, such Restricted Subsidiary becomes an Unrestricted Subsidiary (as defined in and the Deed Capital Stock of Trust) under the Deed of Trust; provided, however, that for the purposes of this Section 1008, (1) the Company's Consolidated Net Tangible Assets shall also include the aggregate Net Tangible Assets of such Unrestricted Subsidiary or Person and all other Unrestricted Subsidiaries and (2) Excluded Assets shall be excluded from the calculation Lien of Net Tangible Assets the Security Documents and Consolidated Net Tangible Assets. (b) The Board of Directors may not designate (i) any release such Unrestricted Subsidiary as a Restricted Subsidiary or (ii) prior to the Release Date, any Person that is to become a Subsidiary as a Restricted Subsidiary, unless: (i) such Unrestricted Subsidiary or such Person is incorporated or organized in Canada or a province or territory thereof, or in the United States or any state thereof or the District of Columbia; (ii) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; and (iii) prior to the Release Date, such Unrestricted Subsidiary or such Person becomes a Restricted Subsidiary (as defined in the Deed of Trust) under the Deed of TrustGuarantor. (c) Nothing is this Section 1008 shall restrict or limit the Company or any Restricted Subsidiary from transferring any asset that is an Excluded Asset to any Unrestricted Subsidiary or any Person that is to become an Unrestricted Subsidiary.

Restricted Subsidiaries. (a) Each Subsidiary of the Company shall be a Restricted Subsidiary unless such Subsidiary has been designated as an Unrestricted Subsidiary in accordance with the provisions set forth herein. The Board of Directors may designate any Person as an Unrestricted Subsidiary if and only if (A) the Company has delivered to the Trustee an Officers' Certificate within 60 days after such Person became a Subsidiary (the "Notice Period") designating such Person as an Unrestricted Subsidiary and (B) (i) such Person is not a Subsidiary on the date hereof, (ii) such Person was not a Restricted Subsidiary prior to the commencement of the Notice Period, (iii) an Officers' Certificate is delivered to the Trustee stating that the Board of Directors has determined that at the time of such Person's acquisition or formation it was not contemplated that such Person would own, acquire or lease under a lease which would be considered a Capitalized Lease any ocean going vessel designed to carry cargo in bulk which vessel was originally contracted for by the Company or one of its Subsidiaries, (iv) neither the Company nor any Restricted Subsidiary has guaranteed or in any other manner become liable for or otherwise created a Mortgage on its property as security for any Funded Debt of such Person, and (v) such Person does not own or hold, directly or indirectly, any Funded Debt, membership interests or equity securities of any Restricted Subsidiary or own, lease or operate any Person that is assets or properties (other than cash, cash equivalents or marketable securities) transferred to become a Subsidiary as an Unrestricted Subsidiary, or it by the Company or any Restricted Subsidiary. The Company may change the designation of any Subsidiary may transfer any assets or properties from Unrestricted Subsidiary to an Unrestricted Subsidiary, if (i) prior to and immediately after such designation, no Default or Event of Default shall have occurred and be continuing; (ii) such subsidiary or Person, together with all other Unrestricted Subsidiaries, shall not in the aggregate have Net Tangible Assets greater than 15% of the Company's Consolidated Net Tangible Assets, and (iii) prior Restricted Subsidiary by giving written notice to the Release Date, such Restricted Subsidiary becomes an Unrestricted Subsidiary (as defined in Trustee that the Deed of Trust) under the Deed of Trust; provided, however, that for the purposes of this Section 1008, (1) the Company's Consolidated Net Tangible Assets shall also include the aggregate Net Tangible Assets of such Subsidiary or Person and all other Unrestricted Subsidiaries and (2) Excluded Assets shall be excluded from the calculation of Net Tangible Assets and Consolidated Net Tangible Assets. (b) The Board of Directors may not designate (i) any Unrestricted Subsidiary as a Restricted Subsidiary or (ii) prior to the Release Datehas made such change, any Person PROVIDED that is to become a Subsidiary as a Restricted Subsidiary, unless: (i) no such Unrestricted Subsidiary or such Person is incorporated or organized in Canada or a province or territory thereof, or in the United States or any state thereof or the District of Columbia; (ii) immediately before and change shall be effective if after giving effect to such designationchange the aggregate amount of Funded Debt of all Restricted Subsidiaries of the Company then outstanding (after giving effect to the exclusions provided for in Section 10.12 hereof) would exceed 10% of the Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries. If at any time (i) the Company or a Restricted Subsidiary guarantees or in any other manner becomes liable for or otherwise creates a Mortgage on its property as security for any Funded Debt of an Unrestricted Subsidiary, no Default (ii) an Unrestricted Subsidiary owns or Event holds, directly or indirectly, any Funded Debt, membership interests or equity securities of Default shall have occurred and be continuing; and any Restricted Subsidiary or (iii) prior to the Release Date, such an Unrestricted Subsidiary owns, leases or such Person becomes a Restricted Subsidiary operates any assets or properties (as defined in the Deed of Trustother than cash, cash equivalents and marketable securities) under the Deed of Trust. (c) Nothing is this Section 1008 shall restrict or limit transferred to it by the Company or any Restricted Subsidiary from transferring any asset that is an Excluded Asset to any Subsidiary, the designation of such Unrestricted Subsidiary shall thereupon, without further action, but subject to the condition set forth in the proviso to the first sentence of this paragraph, be deemed to have been changed to a Restricted Subsidiary. The Company will not itself, and it will not permit any Subsidiary to, take any of the actions referred to in clauses (i), (ii) or any Person that is (iii) of the preceding sentence unless the Unrestricted Subsidiary referred to become in such sentence can be designated a Restricted Subsidiary in conformity with the provisions of this Section. Subject to the provisions of this Article X, the acquisition of a Restricted Subsidiary or the change of designation of an Unrestricted SubsidiarySubsidiary to a Restricted Subsidiary shall, as of the date of such acquisition or change, constitute an Incurrence by Restricted Subsidiaries of the Company of Funded Debt in the amount of the Funded Debt of such Restricted Subsidiary as of such date, and, for purposes of determining Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries as of such date, pro forma effect shall be given to such acquisition or change.

Restricted Subsidiaries. (a) Each Subsidiary of the Company shall be a Restricted Subsidiary unless such Subsidiary has been designated as an Unrestricted Subsidiary in accordance with the provisions set forth herein. The Board of Directors may designate any Person as an Unrestricted Subsidiary if and only if (A) the Company has delivered to the Trustee an Officer's Certificate within 60 days after such Person became a Subsidiary (the "Notice Period") designating such Person as an Unrestricted Subsidiary and (B) (i) such Person is not a Subsidiary on the date hereof, (ii) such Person was not a Restricted Subsidiary prior to the commencement of the Notice Period, (iii) an Officers' Certificate is delivered to the Trustee stating that the Board of Directors has determined that at the time of such Person's acquisition or formation it was not contemplated that such Person would own, acquire or lease under a lease which would be considered a Capitalized Lease any ocean going vessel designed to carry cargo in bulk which vessel was originally contracted for by the Company or one of its Subsidiaries, (iv) neither the Company nor any Restricted Subsidiary has guaranteed or in any other manner become liable for or otherwise created a Mortgage on its property as security for any Funded Debt of such Person, and (v) such Person does not own or hold, directly or indirectly, any Funded Debt or equity securities of any Restricted Subsidiary or own, lease or operate any Person that is assets or properties (other than cash, cash equivalents or marketable securities) transferred to become a Subsidiary as an Unrestricted Subsidiary, or it by the Company or any Restricted Subsidiary. The Company may change the designation of any Subsidiary may transfer any assets or properties from Unrestricted Subsidiary to an Unrestricted Subsidiary, if (i) prior to and immediately after such designation, no Default or Event of Default shall have occurred and be continuing; (ii) such subsidiary or Person, together with all other Unrestricted Subsidiaries, shall not in the aggregate have Net Tangible Assets greater than 15% of the Company's Consolidated Net Tangible Assets, and (iii) prior Restricted Subsidiary by giving written notice to the Release Date, such Restricted Subsidiary becomes an Unrestricted Subsidiary (as defined in Trustee that the Deed of Trust) under the Deed of Trust; provided, however, that for the purposes of this Section 1008, (1) the Company's Consolidated Net Tangible Assets shall also include the aggregate Net Tangible Assets of such Subsidiary or Person and all other Unrestricted Subsidiaries and (2) Excluded Assets shall be excluded from the calculation of Net Tangible Assets and Consolidated Net Tangible Assets. (b) The Board of Directors may not designate (i) any Unrestricted Subsidiary as a Restricted Subsidiary or (ii) prior to the Release Datehas made such change, any Person provided that is to become a Subsidiary as a Restricted Subsidiary, unless: (i) no such Unrestricted Subsidiary or such Person is incorporated or organized in Canada or a province or territory thereof, or in the United States or any state thereof or the District of Columbia; (ii) immediately before and change shall be effective if after giving effect to such designationchange the aggregate amount of Funded Debt of all Restricted Subsidiaries of the Company then outstanding (after giving effect to the exclusions provided for in Section 1011 hereof) would exceed 10% of the Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries. If at any time (i) the Company or a Restricted Subsidiary guarantees or in any other manner becomes liable for or otherwise creates a Mortgage on its property as security for any Funded Debt of an Unrestricted Subsidiary, no Default (ii) an Unrestricted Subsidiary owns or Event holds, directly or indirectly, any Funded Debt or equity securities of Default shall have occurred and be continuing; and any Restricted Subsidiary or (iii) prior to the Release Date, such an Unrestricted Subsidiary owns, leases or such Person becomes a Restricted Subsidiary operates any assets or properties (as defined in the Deed of Trustother than cash, cash equivalents and marketable securities) under the Deed of Trust. (c) Nothing is this Section 1008 shall restrict or limit transferred to it by the Company or any Restricted Subsidiary from transferring any asset that is an Excluded Asset to any Subsidiary, the designation of such Unrestricted Subsidiary shall thereupon, without further action, but subject to the condition set forth in the proviso to the first sentence of this paragraph, be deemed to have been changed to a Restricted Subsidiary. The Company will not itself, and it will not permit any Subsidiary to, take any of the actions referred to in clauses (i), (ii) or any Person that is (iii) of the preceding sentence unless the Unrestricted Subsidiary referred to become in such sentence can be designated a Restricted Subsidiary in conformity with the provisions of this Section. The acquisition of a Restricted Subsidiary or the change of designation of an Unrestricted SubsidiarySubsidiary to a Restricted Subsidiary shall, as of the date of such acquisition or change, constitute an Incurrence by Restricted Subsidiaries of the Company of Funded Debt in the amount of the Funded Debt of such Restricted Subsidiary as of such date, and, for purposes of determining Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries as of such date, pro forma effect shall be given to such acquisition or change.

Restricted Subsidiaries. (a) The Board of Directors may designate any On the Effective Date, Restricted Subsidiary or any Person that is to become a Subsidiary as an Unrestricted Subsidiary, or the Company or any Restricted Subsidiary may transfer any assets or properties to an Unrestricted Subsidiary, if (i) prior to and immediately after such designation, no Default or Event of Default Subsidiaries shall have occurred and be continuing; (ii) such subsidiary or Person, together with all other Unrestricted Subsidiaries, shall not in the aggregate have Net Tangible Assets greater than 15% consist of the Company's Consolidated Net Tangible Assets, and (iii) prior to the Release Date, such Subsidiaries listed as Restricted Subsidiary becomes an Unrestricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust; provided, however, that for the purposes of this Section 1008, (1) the Company's Consolidated Net Tangible Assets shall also include the aggregate Net Tangible Assets of such Subsidiary or Person and all other Unrestricted Subsidiaries and (2) Excluded Assets shall be excluded from the calculation of Net Tangible Assets and Consolidated Net Tangible Assetson Schedule 3.02. (b) The Board Upon the occurrence of Directors may not designate the last of all of the following events with respect to a Subsidiary, such Subsidiary shall become a Restricted Subsidiary: (i) any Unrestricted the Subsidiary as is or becomes a Subsidiary of the Bank Borrower and 80% or more of the Capital Stock and Voting Stock of the Subsidiary is owned through Restricted Subsidiary or Subsidiaries, by the Bank Borrower, (ii) prior to the Release DateSubsidiary Guarantees the Bank Loans, any Person that is to become a Subsidiary as a Restricted Subsidiary, unless: (i) such Unrestricted Subsidiary or such Person is incorporated or organized in Canada or a province or territory thereof, or in the United States or any state thereof or the District of Columbia; (ii) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; and (iii) prior the Subsidiary pledges a substantial majority of its assets to secure the Release DateBank Loans, such Unrestricted (iv) all of the Capital Stock of the Subsidiary or such Person becomes a owned by the Bank Borrower and Restricted Subsidiary Subsidiaries is pledged to secure the Bank Loans and (as defined in v) notice of the Deed of Trust) under foregoing shall have been received by the Deed of TrustAdministrative Agent. (c) Nothing Upon the occurrence of the last of all of the following events with respect to a Subsidiary organized under laws of a jurisdiction outside the United States, such Subsidiary shall become a Restricted Subsidiary: (i) the Subsidiary is this Section 1008 or becomes a Wholly Owned Subsidiary of the Bank Borrower, (ii) the Subsidiary Guarantees the Bank Loans, to the extent legally permissible, or except as reasonably determined by the Bank Agent to be impractical, (iii) the Subsidiary pledges substantially all of its assets to secure the Bank Loans to the extent legally permissible, except as reasonably determined by the Bank Agent to be impractical, (iv) all of the Capital Stock and Voting Stock of the Subsidiary is pledged to secure the Bank Loans to the extent legally permissible, except as reasonably determined by the Bank Agent to be impractical, and (v) notice of the foregoing shall restrict have been received by the Administrative Agent; provided that if any of the actions set forth in (ii), (iii) or limit (iv) above are not legally permissible or are reasonably determined by the Company Bank Agent to be impractical, but become legally permissible or are reasonably determined by the Bank Agent not to be impractical at any time after the date hereof, such Subsidiary shall take such actions if requested by the Bank Agent within 30 days of such request. (i) Upon the occurrence of any of the following events, a Restricted Subsidiary from transferring any asset that is an Excluded Asset to any Unrestricted Subsidiary or (the "Converting Restricted Subsidiary") shall automatically and without further action by any Person that is cease to become an Unrestricted be a Restricted Subsidiary.: (A) at least 80% of the Capital Stock and Voting Stock of the Converting Restricted Subsidiary ceases to be owned directly, or indirectly through Restricted Subsidiaries, by the Bank Borrower,

Restricted Subsidiaries. (a) The Board of Directors may designate any Restricted Subsidiary or any Person that is to become a Subsidiary as an Unrestricted Subsidiary, or the Company or any Restricted Subsidiary may transfer any assets or properties to an Unrestricted Subsidiary, if (i) prior to and immediately after such designation, no Default or Event of Default shall have occurred and be continuing; (ii) such subsidiary Subsidiary or Person, together with all other Unrestricted Subsidiaries, shall not in the aggregate have Net Tangible Assets greater than 15% of the Company's Consolidated Net Tangible Assets, and (iii) prior to the Release Date, such Restricted Subsidiary becomes an Unrestricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust; provided, however, that for the purposes of this Section 10081009, (1) the Company's Consolidated Net Tangible Assets shall also include the aggregate Net Tangible Assets of such Subsidiary or Person and all other Unrestricted Subsidiaries and (2) Excluded Assets shall be excluded from the calculation of Net Tangible Assets and Consolidated Net Tangible Assets. (b) The Board of Directors may not designate (i1) any Unrestricted Subsidiary as a Restricted Subsidiary or (ii2) prior to the Release Date, any Person that is to become a Subsidiary as a Restricted Subsidiary, unless: (iA) such Unrestricted Subsidiary or such Person is incorporated or organized in Canada or a province Province or territory thereof, or in the United States or any state State thereof or the District of Columbia; (iiB) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; and (iiiC) prior to the Release Date, such Unrestricted Subsidiary or such Person becomes a Restricted Subsidiary (as defined in the Deed of Trust) "Designated Subsidiary" under the Deed of Trust. (c) Nothing is this Section 1008 1009 shall restrict or limit the Company or any Restricted Subsidiary from transferring any asset that is an Excluded Asset to any Unrestricted Subsidiary or any Person that is to become an Unrestricted Subsidiary.

Restricted Subsidiaries. (a) The Board of Directors may designate any Restricted Subsidiary or any Person that is to become a Subsidiary as an Unrestricted Subsidiary, or If the Company or any of its Restricted Subsidiaries acquires or forms a Restricted Subsidiary may transfer organized in the United States, the Company will cause any assets or properties such Restricted Subsidiary (and any other Restricted Subsidiary as required pursuant to an Unrestricted Subsidiary, if Section 1015) to (i) prior execute and deliver to and immediately the Debenture Trustee a supplemental indenture in accordance with the provisions of Article Nine of this Exchange Indenture pursuant to which such Restricted Subsidiary shall guarantee all of the obligations on the Exchange Debentures, whether for principal, premium, if any, interest (including interest accruing after the filing of, or which would have accrued but for the filing of, a petition by or against the Company under Bankruptcy Law, whether or not such interest is allowed as a claim after such designationfiling in any proceeding under such law) and other amounts due in connection therewith (including any fees, no Default or Event of Default shall have occurred expenses and be continuing; indemnities), on a senior unsecured subordinated basis, and (ii) deliver to such subsidiary or Person, together with all other Unrestricted Subsidiaries, shall not in the aggregate have Net Tangible Assets greater than 15% Debenture Trustee an Opinion of the Company's Consolidated Net Tangible Assets, and (iii) prior Counsel reasonably satisfactory to such Debenture Trustee to the Release Date, effect that such supplemental indenture has been duly executed and delivered by such Restricted Subsidiary becomes an Unrestricted Subsidiary (as defined and is in compliance with the Deed of Trust) under the Deed of Trust; provided, however, that for the purposes terms of this Section 1008Exchange Indenture. Upon the execution of any such supplemental indenture, (1) the Company's Consolidated Net Tangible Assets shall also include obligations of the aggregate Net Tangible Assets of Subsidiary Debenture Guarantors and any such Subsidiary or Person and all other Unrestricted Subsidiaries and (2) Excluded Assets shall be excluded from the calculation of Net Tangible Assets and Consolidated Net Tangible Assets. (b) The Board of Directors may not designate (i) any Unrestricted Subsidiary as a Restricted Subsidiary or (ii) prior under their respective Debenture Guarantees shall become joint and several and each reference to the Release Date"Subsidiary Debenture Guarantor" in this Indenture shall, any Person that is subject to become a Section 1308, be deemed to refer to all Subsidiary as a Debenture Guarantors, including such Restricted Subsidiary, unless: (i) such Unrestricted Subsidiary or such Person is incorporated or organized in Canada or a province or territory thereof, or in the United States or any state thereof or the District of Columbia; (ii) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; and (iii) prior to the Release Date, such Unrestricted Subsidiary or such Person becomes a Restricted Subsidiary (as defined in the Deed of Trust) under the Deed of Trust. (c) Nothing is this Section 1008 shall restrict or limit the Company or any Restricted Subsidiary from transferring any asset that is an Excluded Asset to any Unrestricted Subsidiary or any Person that is to become an Unrestricted Subsidiary.