Common use of Subsidiary of an Unrestricted Subsidiary Clause in Contracts

Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided that: (1) the Company certifies to the Trustee that such designation complies with Section 4.7 hereof; and (2) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries. For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.9 hereof; and (2) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisions.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, so long as (i) neither the Company or nor any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided that: (1) the Company certifies to the Trustee that such designation complies with Section 4.7 hereof; and (2) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to any Indebtedness pursuant to which the lender has recourse to of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of the assets any other Indebtedness of the Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity, (iii) any Investment in such Subsidiary made as a result of its Restricted Subsidiaries. For purposes of making the determination of whether any designating such designation of a Subsidiary as an Unrestricted Subsidiary complies will not violate the provisions of Section 1012, (iv) neither the Company nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with Section 4.7 hereof, the portion of the fair market value of the net assets of such Subsidiary of the Company other than those that might be obtained at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest from persons who are not Affiliates of the Company, and (v) neither the Company and its Restricted Subsidiaries nor any other Subsidiary has any obligation (1) to subscribe for additional shares of Capital Stock or other equity interest in such Subsidiary, in each case as determined in good faith or (2) to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board board of Directors directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, Company shall be deemed evidenced to be an Investment. Such designation will be permitted only if the Trustee by filing a board resolution with the Trustee giving effect to such Investment would be permitted at such time under Section 4.7 hereofdesignation. The Board of Directors may designate any Unrestricted Subsidiary to be as a Restricted Subsidiary only if: (1) , immediately after giving effect to such designation, there would be no Default or Event of Default under this Indenture and the Company is able to could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with pursuant to Section 4.9 hereof; and (2) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisions1011.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors Borrower may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) of the Borrower to be an Unrestricted Subsidiary; provided that, immediately after giving effect to such designation, no Event of Default shall have occurred and be continuing and: (1) each of (a) the Subsidiary unless such Subsidiary owns to be so designated and (b) its Subsidiaries does not (directly or indirectly through its Subsidiaries) own any Capital Stock Equity Interests or Indebtedness of, or owns own or holds hold any Lien on any property of, the Company Borrower or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designatedRestricted Subsidiary; provided that: (1) the Company certifies to the Trustee that such designation complies with Section 4.7 hereof; and (2) such designation shall be deemed to be an Investment; and (3) each of (a) the Subsidiary to be so designated and each of (b) its Subsidiaries has not not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company Holdings or any of its Restricted SubsidiariesSubsidiary. For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies Subject to compliance with Section 4.7 hereof7.02, the portion of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. The Board of Directors Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) immediately after giving effect to such designationSubsidiary; provided that, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.9 hereof; and (2) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingcontinuing and either: (1) the Fixed Charge Coverage Ratio as of the last day of the most recently ended Test Period would have been at least 2.00 to 1.00, determined on a Pro Forma Basis taking into account such designation; or (2) the Fixed Charge Coverage Ratio for such period would be equal to or greater than such ratio immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation. Any such designation by the Board of Directors Holdings shall be evidenced notified by a Responsible Officer of the Borrower to the Trustee Administrative Agent by promptly filing with the Trustee Administrative Agent a copy of the Board Resolution resolution of the board of directors of the Borrower or any committee thereof giving effect to such designation and an officers' a certificate of such Responsible Officer certifying that such designation complied with the foregoing provisions.. “U.S. Lender” means any Lender that is not a Foreign Lender. “U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code. “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person. “Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing: (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by (2) the sum of all such payments. “wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) nominal shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person. “Withdrawal Liability” means the liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such term is defined in Part I of Subtitle E of Title IV of ERISA. Exhibit 10.1

Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided that: (1) the Company certifies to the Trustee that such designation complies with Section 4.7 1008 hereof, including that the Company would be permitted to make, at the time of such designation, (a) a Permitted Investment or (b) an Investment pursuant to Section 1008(a), in either case, in an amount (the "Designation Amount") equal to the fair market value of the Company's proportionate interest in such Subsidiary on such date; and (2) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries. For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only ifif it contemporaneously becomes a Guarantor or: (1) immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.9 1007 hereof; and (2) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an officersOfficers' certificate Certificate certifying that such designation complied with the foregoing provisions.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed SubsidiarySubsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Company Issuer or any other Subsidiary of the Company Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided that: (1) provided, however, that the Company certifies to the Trustee that such designation complies with Section 4.7 hereof; and (2) each Subsidiary to be so designated and each of its Subsidiaries has (i) do not at the time of designation, designation have and does do not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to thereafter Incur any Indebtedness pursuant to which that is guaranteed by the lender Issuer or any of its Restricted Subsidiaries (or that otherwise has recourse to any of the property or assets of the Company Issuer or any of its Restricted Subsidiaries. For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion of the fair market value of the net assets of such Subsidiary of the Company ) and (ii) do not at the time of designation and do not thereafter guarantee any other Indebtedness of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (b) if such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in has consolidated assets greater than $1,000, then such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof4.04 or under one or more clauses of the definition of “Permitted Investments,” as determined by the Issuer. The Board of Directors Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) Subsidiary; provided, however, that immediately after giving effect to such designation, : (x) (1) the Company is able to incur at least Issuer could Incur $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.03(a) or (other 2) the Consolidated Leverage Ratio for the Issuer and its Restricted Subsidiaries would be less than Permitted Indebtedness) such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in compliance with Section 4.9 hereofeach case on a pro forma basis taking into account such designation; and (2y) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors Issuer shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board Resolution of Directors of the Issuer or any committee thereof giving effect to such designation and an officers' certificate Officers’ Certificate certifying that such designation complied with the foregoing provisions.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors Issuer may designate any Subsidiary of the Issuer (other than Specified IP Subsidiaries but including any newly acquired or newly formed SubsidiarySubsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Company Issuer or any other Subsidiary of the Company Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided that: (1) provided, however, that the Company certifies to the Trustee that such designation complies with Section 4.7 hereof; and (2) each Subsidiary to be so designated and each of its Subsidiaries has (i) do not at the time of designation, designation have and does do not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to thereafter Incur any Indebtedness pursuant to which that is guaranteed by the lender Issuer or any of its Restricted Subsidiaries (or that otherwise has recourse to any of the property or assets of the Company Issuer or any of its Restricted Subsidiaries. For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion of the fair market value of the net assets of such Subsidiary of the Company ) and (ii) do not at the time of designation and do not thereafter guarantee any other Indebtedness of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (a) the Subsidiary to be so designated has total consolidated assets of $10,000 or less; or (b) if such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such so designated has consolidated assets greater than $10,000, such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof4.04 (including Permitted Investments). The Board of Directors Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) Subsidiary; provided, however, that immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.9 hereof; and (2) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisions.:

Subsidiary of an Unrestricted Subsidiary. The Board of Directors Borrower may designate designate: (a) any Subsidiary of the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock Equity Interests or Indebtedness of, or owns or holds any Lien on on, any property of, the Company Borrower or any Subsidiary (other Subsidiary of the Company that is not a than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1i) such designation shall be deemed an Investment; (ii) each of (i) the Company certifies to the Trustee that such designation complies with Section 4.7 hereof; and (2) each Subsidiary to be so designated and each of (ii) its Subsidiaries has not not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company Borrower or any of its Restricted Subsidiaries. For purposes of making the determination of whether any such designation of a Subsidiary as (other than Equity Interests in an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if:); (1iii) immediately after giving effect to such designation, no Event of Default will have occurred and be continuing; and (iv) the Company is able to Borrower (A) could incur at least $1.00 of additional Indebtedness Permitted Ratio Debt pursuant to clause (other C)(I) of the definition thereof or (B) the Interest Coverage Ratio after giving effect to any such designation would be no less than Permitted Indebtedness) in compliance with Section 4.9 hereofthe Interest Coverage Ratio immediately prior to giving effect to such designation; and (2b) immediately before and any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (i) immediately after giving effect to such designation, no Default or Event of Default shall will have occurred and be continuing. ; and (ii) the Borrower (A) could incur at least $1.00 of additional Permitted Ratio Debt pursuant to clause (C)(I) of the definition thereof or (B) the Interest Coverage Ratio after giving effect to any such designation would be no less than the Interest Coverage Ratio immediately prior to giving effect to such designation; Any such designation by the Board of Directors shall Borrower will be evidenced notified by the Borrower to the Trustee Administrative Agent by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and Administrative Agent an officers' certificate Officer’s Certificate certifying that such designation complied with the foregoing provisions. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors Borrower may designate in writing any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary) of the Borrower to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock Equity Interests or Indebtedness of, or owns or holds any Lien on on, any property of, the Company Borrower or any Subsidiary thereof (other Subsidiary of the Company that is not a than solely any Subsidiary of the Subsidiary to be so designated); provided that the Required New Incremental Loan Lenders must approve in their sole discretion any designation of an Unrestricted Subsidiary and provided further that: (1i) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Borrower; (ii) such Subsidiary is designated as an unrestricted subsidiary (or equivalent term) in respect of and for all purposes under all other Material Indebtedness; (iii) such designation shall constitute an Investment by the Borrower or its Restricted Subsidiaries in such Unrestricted Subsidiary at the date of designation in an amount equal to the Fair Market Value of the Borrower’s or its Restricted Subsidiary’s Investment therein; (iv) each of (a) the Company certifies to the Trustee that such designation complies with Section 4.7 hereof; and (2) each Subsidiary to be so designated and each of (b) its Subsidiaries has not not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company Borrower or any Restricted Subsidiary; and (v) no Event of its Restricted Subsidiaries. For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion of the fair market value of the net assets of such Subsidiary of the Company Default has occurred and is continuing at the time that of such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if:designation; and (1vi) immediately after giving effect to such designation, the Company is able Total Net Leverage Ratio and Minimum Consolidated Interest Coverage Ratio of the Borrower shall each be 0.25:1.00 lower than the required Total Net Leverage Ratio and Minimum Consolidated Interest Coverage Ratio set forth in Section 6.10 for the applicable Test Period, regardless of whether the Borrower would have otherwise been required to incur at least $1.00 comply with the financial covenants pursuant to the terms of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.9 hereofthis Agreement; and (2) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors Borrower shall be evidenced notified by a Responsible Officer of the Borrower to the Trustee Administrative Agent by promptly filing with the Trustee Administrative Agent a copy of the resolution of the Board Resolution of Directors of the Borrower giving effect to such designation and an officers' a certificate of such Responsible Officer certifying in reasonable detail that such designation complied with the foregoing provisionsprovisions and providing calculations to demonstrate compliance with clause (vi) hereof. Any designation that does not comply with the foregoing requirements (including the requirement of New Incremental Loan Lender consent) shall be null and void. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been redesignated a Restricted Subsidiary may not be subsequently redesignated as an Unrestricted Subsidiary.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower may designate any Subsidiary of the Borrower (including any newly acquired or newly formed SubsidiarySubsidiary of the Borrower) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Company Borrower or any other Subsidiary of the Company Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided that: (1) provided, however, that the Company certifies to the Trustee that such designation complies with Section 4.7 hereof; and (2) each Subsidiary to be so designated and each of its Subsidiaries has do not at the time of designation, designation have and does do not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company Borrower or any of its Restricted Subsidiaries. For purposes ; provided, further, however, that either: (a) the Subsidiary to be so designated has total consolidated assets of making the determination of whether any $1,000 or less; or (b) if such Subsidiary has consolidated assets greater than $1,000, then such designation of a Subsidiary as an Unrestricted Subsidiary complies with would be permitted under Section 4.7 hereof, the portion of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the 6.05. The Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. The Board of Directors Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) Subsidiary; provided, however, that immediately after giving effect to such designation, : (1) the Company is able to incur at least Borrower could Incur $1.00 of additional Indebtedness (other than Permitted Indebtednesspursuant to the Fixed Charge Coverage Ratio test set forth in Section 6.01(a) in compliance with Section 4.9 hereof; and or (2) the Fixed Charge Coverage Ratio for the Borrower and its Restricted Subsidiaries would be greater than such ratio for the Borrower and its Restricted Subsidiaries immediately before and immediately after giving effect prior to such designation, no Default or Event of Default shall have occurred and be continuing. Any in each case on a pro forma basis taking into account such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisions.designation, and

Subsidiary of an Unrestricted Subsidiary. The Board of Directors Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock Equity Interests or Indebtedness of, or owns or holds any Lien on on, any property of, the Company Issuer or any other Subsidiary of the Company that is not a Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: that either (1a) the Company certifies Subsidiary to be so designated has total consolidated assets of $1,000 or less or (b) if the Trustee that Subsidiary to be so designated has total consolidated assets in excess of $1,000, such designation complies with Section 4.7 4.07 hereof; and (2) each . If, at any time, any Unrestricted Subsidiary would fail to be so designated and each of its Subsidiaries has not at meet the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries. For purposes of making the determination of whether any such designation of a Subsidiary preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion for purposes of the fair market value of the net assets this Indenture and any Indebtedness of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall will be deemed to be an Investment. Such designation incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Issuer will be permitted only if such Investment would be permitted at such time under in Default of Section 4.7 4.09 hereof. The Board of Directors Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) Subsidiary; provided that, immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtednessi) in compliance with Section 4.9 hereof; and (2) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingcontinuing and (ii) (x) any outstanding Indebtedness of such Unrestricted Subsidiary would be permitted to be incurred by a Restricted Subsidiary under Section 4.09 hereof (including pursuant to clause (xiv) of Section 4.09(b) hereof treating such redesignation as an acquisition for the purpose of such clause) and shall be deemed to be incurred thereunder and (y) all Liens encumbering the assets of such Unrestricted Subsidiary would be permitted to be incurred by a Restricted Subsidiary under Section 4.12 hereof and shall be deemed to be incurred thereunder, in each case calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period. Any such designation by the Board of Directors Issuer shall be evidenced notified by the Issuer to the Trustee by promptly filing with delivering to the Trustee a copy of the resolution of the Board Resolution of the Issuer or any direct or indirect parent of the Issuer giving effect to such designation and an officers' certificate Officer’s Certificate certifying that such designation complied with the foregoing provisions.

Subsidiary of an Unrestricted Subsidiary. The Board board of Directors directors of the Borrower may designate any Subsidiary of the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock Equity Interests or Indebtedness of, or owns or holds any Lien on on, any property of, the Company Borrower or any other Subsidiary of the Company that is not a Borrower (other than any Subsidiary of the Subsidiary to be so designated); provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b) such designation complies with Section 9.14 and (c) each of: (1) the Company certifies Subsidiary to the Trustee that such designation complies with Section 4.7 hereof; be so designated and (2) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company Borrower or any Restricted Subsidiary. The board of its Restricted Subsidiaries. For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion directors of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. The Board of Directors Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) Subsidiary; provided that, immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.9 hereof; and (2) immediately before and immediately after giving effect to such designation, designation no Default or Event of Default shall have occurred and be continuingcontinuing and either: (1) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in Section 9.4 or (2) the Fixed Charge Coverage Ratio for the Borrower and its Restricted Subsidiaries would be greater than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the Board of Directors of the Borrower shall be evidenced notified by the Borrower to the Trustee Agent by promptly filing with the Trustee Agent a copy of the Board Resolution board resolution giving effect to such designation and an officers' certificate Officers’ Certificate certifying that such designation complied with the foregoing provisions.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, so long as (i) neither the Company or Issuer nor any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided that: (1) the Company certifies to the Trustee that such designation complies with Section 4.7 hereof; and (2) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries. For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion of the fair market value of the net assets of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness of the Company Issuer 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; (iv) neither the Issuer nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary on terms more favorable to such Subsidiary than those that might be obtained at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest from persons who are not Affiliates of the Company Issuer, and its Restricted Subsidiaries (v) neither the Issuer nor any other Subsidiary has any obligation (1) to subscribe for additional shares of Capital Stock or other equity interests in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.9 hereof; and or (2) immediately before and immediately after giving effect to maintain or preserve such designation, no Default Subsidiary's financial condition or Event to cause such Subsidiary to achieve certain levels of Default shall have occurred and be continuingoperating results. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by promptly filing a Board Resolution with the Trustee a copy of the Board Resolution giving effect to such designation designation. The Board of Directors of the Issuer may designate any Unrestricted Subsidiary as a Restricted Subsidiary if, immediately after giving effect to such designation, there would be no Default or Event of Default under this Indenture and an officers' certificate certifying that such designation complied with the foregoing provisionsIssuer could incur $1.00 of additional Indebtedness under clause (i) of Section 10.11(a) hereof.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors Borrower may designate any Subsidiary subsidiary of the Borrower (including any existing subsidiary and any newly acquired or newly formed Subsidiarysubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary subsidiary or any of its subsidiaries owns any Capital Stock Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Company Borrower or any other Subsidiary subsidiary of the Company that is not a Subsidiary Borrower (other than any subsidiary of the Subsidiary subsidiary to be so designated); provided that: that (1i) any Unrestricted Subsidiary must be an entity of which shares of the Company certifies capital stock or other equity interests (including partnership interests) entitled to cast at least a majority of the Trustee votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (ii) such designation complies with Section 4.7 hereof; and 6.04, (2iii) each Subsidiary of (A) the subsidiary to be so designated and each of (B) its Subsidiaries subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company Borrower or any of its Restricted Subsidiaries. For purposes of making Subsidiary and (iv) the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed Borrower may not designate PETCO to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereofUnrestricted Subsidiary. The Board of Directors Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) Subsidiary; provided that, immediately after giving effect to such designation, designation no Default shall have occurred and be continuing and either (x) the Company is able to Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in Section 6.01(a) or (other y) the Fixed Charge Coverage Ratio for the Borrower and its Restricted Subsidiaries would be greater than Permitted Indebtedness) in compliance with Section 4.9 hereof; and (2) such ratio for the Borrower and its Restricted Subsidiaries immediately before and immediately after giving effect prior to such designation, no Default or Event of Default shall have occurred and be continuingin each case on a pro forma basis taking into account such designation. Any such designation by the Board of Directors Borrower shall be evidenced notified by the Borrower to the Trustee Agent by promptly filing with delivering to the Trustee Agent a copy of the any applicable Board Resolution giving effect to such designation and an officers' certificate Officers’ Certificate certifying that such designation complied with the foregoing provisions. Notwithstanding the foregoing, as of the Closing Date, all of the subsidiaries of the Borrower will be Restricted Subsidiaries.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed SubsidiarySubsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Company Issuer or any other Subsidiary of the Company Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided that: (1) PROVIDED, HOWEVER, that the Company certifies to the Trustee that such designation complies with Section 4.7 hereof; and (2) each Subsidiary to be so designated and each of its Subsidiaries has do not at the time of designation, designation have and does do not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company Issuer or any of its Restricted Subsidiaries (other than Equity Interests of Unrestricted Subsidiaries. For purposes ); PROVIDED, FURTHER, HOWEVER, that either: (a) the Subsidiary to be so designated has total consolidated assets of making the determination of whether any $1,000 or less; or (b) if such Subsidiary has consolidated assets greater than $1,000, then such designation of a Subsidiary as an Unrestricted Subsidiary complies with would be permitted under Section 4.7 hereof, the portion of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the 4.04. The Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. The Board of Directors Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) Subsidiary; PROVIDED, HOWEVER, that immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.9 hereof; and (2) immediately before and immediately after giving effect to such designation, des- ignation no Default or Event of Default shall have occurred and be continuingcontinuing and either (1) the Issuer could Incur $1.00 of additional Indebtedness pursuant to the Debt to Adjusted EBITDA Ratio test described in Section 4.03(a) or (2) the Debt to Adjusted EBITDA Ratio for the Issuer and its Restricted Subsidiaries would be less than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board Resolution of Directors of the Issuer giving effect to such designation and an officersOfficers' certificate Certificate certifying that such designation complied with the foregoing provisions.

Subsidiary of an Unrestricted Subsidiary. The Board board of Directors directors of the Borrower may designate any Subsidiary of the Borrower (including any newly acquired or newly formed SubsidiarySubsidiary or a Person becoming a Subsidiary through merger, consolidation, amalgamation, arrangement or Investment therein) to be an Unrestricted Subsidiary unless only if: (1) such Subsidiary owns or any Capital Stock ofof its Subsidiaries does not own any common shares or Debt of or have any Investment in, or owns own or holds hold any Lien on any property of, the Company or any other Subsidiary of the Company Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided thatdesignated or otherwise an Unrestricted Subsidiary; (2) such Subsidiary has no Debt other than Non-Recourse Debt; (3) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the business of the Borrower and its Subsidiaries; (4) such Subsidiary is a Person with respect to which neither the Borrower nor any of its Restricted Subsidiaries has any direct or indirect obligation: (1a) the Company certifies to the Trustee that subscribe for additional common shares of such designation complies with Section 4.7 hereofPerson; or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and (25) each on the date such Subsidiary to be so is designated and each of its Subsidiaries has an Unrestricted Subsidiary, such Subsidiary is not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect a party to any Indebtedness pursuant to which agreement, contract, arrangement or understanding with the lender has recourse to any of the assets of the Company Borrower or any of its Restricted Subsidiaries. For purposes of making Subsidiaries with terms substantially less favorable to the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion Borrower than those that might have been obtained from Persons who are not Affiliates of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.9 hereof; and (2) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingBorrower. Any such designation by the Board board of Directors directors of the Borrower shall be evidenced to the Trustee Agent by promptly filing with the Trustee a copy certified resolution of the Board Resolution board of directors of the Borrower giving effect to such designation and certificate of an officers' certificate officer of the Borrower certifying that such designation complied complies with the foregoing provisionsconditions and any conditions set forth in the Note Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary, and any Debt of such Subsidiary shall be deemed to be Incurred as of such date. Notwithstanding the foregoing neither the Borrower nor any Guarantor may, under any circumstances, be an Unrestricted Subsidiary.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower may designate any Subsidiary of the Borrower (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless if all of the following conditions apply: (i) such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided that: (1) the Company certifies to the Trustee that such designation complies with Section 4.7 hereof; and (2) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designationliable, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable indirectly, with respect to any Indebtedness pursuant to which other than Unrestricted Subsidiary Indebtedness; (ii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary shall not violate the lender has recourse to provisions of Section 7.07; (iii) any of the assets of the Company or any of its Restricted Subsidiaries. For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion shall be treated as a Disposition of the fair market value of the net assets of such Subsidiary and shall not violate the provisions of Section 7.05(d), (e) or (h) or Section 7.09 and (iv) after giving pro forma effect to the Company at the time that such designation of any Subsidiary is designated as an Unrestricted Subsidiary that is represented by Subsidiary, the interest Broadcast Cash Flow attributable to all assets of the Company Unrestricted Subsidiaries for the twelve-month period ending on, or most recently ended prior to, the date of such designation shall not exceed 25% of the Broadcast Cash Flow for the Borrower and its Restricted Subsidiaries in (including the Unrestricted Subsidiaries) for such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.9 hereof; and (2) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingperiod. Any such designation by the Board board of Directors directors of the Borrower shall be evidenced to the Trustee Administrative Agent by promptly filing with the Trustee Administrative Agent a copy of the Board Resolution board resolution giving effect to such designation and an officers' certificate certifying that such designation complied complies with the foregoing provisionsconditions. The board of directors of the Borrower may remove the designation of Unrestricted Subsidiary by giving notice thereof to the Administrative Agent; provided that immediately after giving effect to the removal of such designation (x) no Default shall have occurred or be continuing and (y) said removal of such designation shall not violate the provisions of Section 7.04. As of the date hereof, the following are Unrestricted Subsidiaries: (i) KDSM, (ii) Xxxxxxxx Capital and (iii) if and for so long as KDSM is a Designated HYTOPs Subsidiary, KDSM Licensee; provided that if KDSM shall no longer constitute a Designated HYTOPs Subsidiary, each of KDSM and KDSM Licensee shall cease to be Unrestricted Subsidiaries until such time (if ever) as they shall be redesignated Unrestricted Subsidiaries in compliance with requirements hereof.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided that: (1a) the Company certifies to the Trustee that such designation complies with Section 4.7 hereof; 4.03 and (2b) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries. For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereof4.03, the portion of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof4.03. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1a) immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.9 hereof; 4.04, and (2b) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an officersOfficers' certificate Certificate certifying that such designation complied with the foregoing provisions.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Parent may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property ofso long as (i) neither the Company, the Company or Parent nor any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided that: (1) the Company certifies to the Trustee that such designation complies with Section 4.7 hereof; and (2) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to any Indebtedness pursuant to which the lender has recourse to of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of the assets any other Indebtedness of the Company or 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 its Restricted Subsidiaries. For purposes of making the determination of whether any designating such designation of a Subsidiary as an Unrestricted Subsidiary complies will not violate the provisions of Section 1012, (iv) no Restricted Entity has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with Section 4.7 hereof, the portion of the fair market value of the net assets of such Subsidiary of the Company other than those that might be obtained at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest from persons who are not Affiliates of the Company Parent, and its Restricted Subsidiaries (v) none of the Company, the Parent, nor any other Subsidiary of either of them has any obligation (1) to subscribe for additional shares of Capital Stock or other equity interest in such Subsidiary, in each case as determined in good faith or (2) to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, Parent shall be deemed evidenced to be an Investment. Such designation will be permitted only if the Trustee by filing a Board Resolution with the Trustee giving effect to such Investment would be permitted at such time under Section 4.7 hereofdesignation. The Board of Directors may designate any Unrestricted Subsidiary to be as a Restricted Subsidiary only if: (1) , immediately after giving effect to such designation, there would be no Default or Event of Default under this Indenture and the Company is able to or the Parent (as the case may be) could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 1011. SECTION 103. DEFINITIONS FOR PURPOSES OF SECTION 1017(A). The following definitions will apply for the purposes of interpretation of Section 1017(a) and the defined terms contained in compliance with this Section 4.9 hereof; and (2103. Capitalized terms used in Section 1017(a) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors in this Section 103 which are not defined in this Section 103 shall be evidenced given the meaning ascribed to the Trustee by promptly filing with the Trustee a copy them in Section 102 of this Supplemental Indenture, or, if such term is not defined in such Section 102, in Section 101 of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisionsIndenture.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors Borrower may designate any Subsidiary subsidiary of the Borrower (including any existing subsidiary and any newly acquired or newly formed Subsidiarysubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary subsidiary or any of its subsidiaries owns any Capital Stock Equity Interests or Indebtedness of, or owns or holds any Lien on on, any property of, the Company Borrower or any subsidiary of the Borrower (other than any subsidiary of the subsidiary to be so designated or any other Unrestricted Subsidiary); provided that (i) any Unrestricted Subsidiary must be an entity of which shares of the Company that is not capital stock or other equity interests (including partnership interests) entitled to cast at least a Subsidiary majority of the Subsidiary to votes that may be so designated; provided that: cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (1ii) the Company certifies to the Trustee that such designation complies with Section 4.7 hereof; and 6.04 and (2iii) each Subsidiary of (A) the subsidiary to be so designated and each of (B) its Subsidiaries subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Holdings, the Company Borrower or any of its Restricted Subsidiaries. For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. The Board of Directors Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) Subsidiary; provided that, immediately after giving effect to such designation, designation no Default shall have occurred and be continuing and either (x) the Company is able to Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first paragraph of Section 6.01 or (other y) the Fixed Charge Coverage Ratio for the Borrower and its Restricted Subsidiaries would be equal to or greater than Permitted Indebtedness) in compliance with Section 4.9 hereof; and (2) such ratio for the Borrower and its Restricted Subsidiaries immediately before and immediately after giving effect prior to such designation, no Default or Event of Default shall have occurred and be continuingin each case on a pro forma basis taking into account such designation. Any such designation by the Board of Directors Borrower shall be evidenced notified by the Borrower to the Trustee Agent by promptly filing with delivering to the Trustee Agent a copy of the any applicable Board Resolution giving effect to such designation and an officersOfficers' certificate Certificate certifying that such designation complied with the foregoing provisions. Notwithstanding the foregoing, as of the Closing Date, all of the subsidiaries of the Borrower will be Restricted Subsidiaries, other than those as to which the Agent has otherwise agreed in the exercise of its reasonable discretion.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Unrestricted. Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock Equity Interests or Indebtedness of, or owns or holds any Lien on on, any property of, the Company Issuer or any other Subsidiary of the Company that is not a Issuer (other than any Subsidiary of the Subsidiary to be so designated; ), provided that: that any Unrestricted Subsidiary must be an entity of which shares of the capital stock or other equity interests (1including partnership interests) entitled to cast at least a majority of the Company certifies to votes that may be cast by all shares or equity interests having ordinary voting power for the Trustee that election of directors or other governing body are owned, directly or indirectly, by the Issuer, such designation complies with Section 4.7 hereof; and (2) 4.07 hereof and each of the Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company Issuer or any of its Restricted Subsidiaries. For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. The Board of Directors Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) Subsidiary; provided that, immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.9 hereof; and (2) immediately before and immediately after giving effect to such designation, designation no Default or Event of Default shall have occurred and be continuingcontinuing and the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first sentence under Section 4.09 hereof on a pro forma basis taking into account such designation. Any such designation by the Board of Directors Issuer shall be evidenced notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the Board Resolution board resolution giving effect to such designation and an officers' certificate Officer’s Certificate certifying that such designation complied with the foregoing provisions.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower may designate any Subsidiary of the Borrower (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the Company Borrower or any other Subsidiary of the Company Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided that: provided, however, that either (1A) the Company certifies to the Trustee that such designation complies with Section 4.7 hereof; and (2) each Subsidiary to be so designated has total assets of $1,000 or less or (B) if such Subsidiary has assets greater than $1,000, such designation would be permitted under Section 7.1 and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any final paragraph of the assets definition of the Company or any of its Restricted Subsidiaries. For purposes of making the determination of whether any such designation of a term “Investment”; provided, further, that no Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is may be designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries if it owns (or holds an exclusive license in such Subsidiary, in each case as determined in good faith by the respect of) any material Intellectual Property. The Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. The Board of Directors Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) Subsidiary; provided, however, that immediately after giving effect to such designation, designation (x) the Company is able to incur at least Borrower could Incur $1.00 of additional Ratio Indebtedness pursuant to Section 7.2(a) and (other than Permitted Indebtednessy) in compliance with Section 4.9 hereof; and (2) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors of the Borrower shall be evidenced to the Trustee Administrative Agent by promptly filing with delivering to the Trustee Administrative Agent a copy of the resolution of the Board Resolution of Directors of the Borrower giving effect to such designation and an officers' certificate Officers’ Certificate certifying that such designation complied with the foregoing provisions. Each Unrestricted Subsidiary as of the Closing Date shall be set forth in Schedule 1.4. Notwithstanding the foregoing, for so long as the ABL Agreement is in effect, in no event shall any Domestic Subsidiary that is a “Restricted Subsidiary” under the ABL Agreement (to the extent such concept applies under the ABL Agreement at such time) be deemed an Unrestricted Subsidiary hereunder.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors of Borrower may designate any Subsidiary (including any newly acquired other than Canadian Restricted Subsidiary, U.K. Restricted Subsidiary, Mexican Restricted Subsidiary or newly formed SubsidiaryTech Industries) to be as an Unrestricted Subsidiary unless such so long as (x) neither Borrower nor any Restricted Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided that: (1) the Company certifies to the Trustee that such designation complies with Section 4.7 hereof; and (2) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for any Indebtedness or any other obligation or liability of such Subsidiary, (y) no default with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries. For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion of the fair market value of the net assets other obligation or liability of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness or any other obligation or liability of Borrower or any Restricted Subsidiary to declare a default on such other Indebtedness, obligation or liability of Borrower or a Restricted Subsidiary or cause the Company at the time that such payment thereof to be accelerated or payable prior to its stated maturity; and (z) neither Borrower nor any Restricted Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, or, if less, the amount of the value of the shall have made any Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if unless such Investment would be is permitted at such time under Section 4.7 hereof. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.9 hereof; and (2) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingsubsection 3.3. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy resolution of the Board Resolution giving effect of Directors delivered to Agent. The Board of Directors of Borrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary at any time in the same manner as it would designate a Subsidiary as an Unrestricted Subsidiary, so long as immediately after such designation and an officers' certificate certifying that such designation complied with the foregoing provisionsas a Restricted Subsidiary, there would be no Default or Event of Default hereunder.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors Borrower may designate designate: (a) any Subsidiary of the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock Equity Interests or Indebtedness of, or owns or holds any Lien on on, any property of, the Company Borrower or any Subsidiary (other Subsidiary of the Company that is not a than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1i) such designation shall be deemed an Investment; (ii) each of (i) the Company certifies to the Trustee that such designation complies with Section 4.7 hereof; and (2) each Subsidiary to be so designated and each of (ii) its Subsidiaries has not not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company Borrower or any of its Restricted Subsidiaries. For purposes of making the determination of whether any such designation of a Subsidiary as (other than Equity Interests in an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if:); and (1iii) immediately after giving effect to such designation, no Event of Default will have occurred and be continuing; and (iv) the Company is able to Borrower (A) could incur at least $1.00 of additional Indebtedness Permitted Ratio Debt pursuant to clause (other C)(I) of the definition thereof or (B) the Interest Coverage Ratio after giving effect to any such designation would be no less than Permitted Indebtedness) in compliance with Section 4.9 hereofthe Interest Coverage Ratio immediately prior to giving effect to such designation; and (2b) immediately before and any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (i) immediately after giving effect to such designation, no Default or Event of Default shall will have occurred and be continuing. ; and (ii) the Borrower (A) could incur at least $1.00 of additional Permitted Ratio Debt pursuant to clause (C)(I) of the definition thereof or (B) the Interest Coverage Ratio after giving effect to any such designation would be no less than the Interest Coverage Ratio immediately prior to giving effect to such designation; Any such designation by the Board of Directors shall Borrower will be evidenced notified by the Borrower to the Trustee Administrative Agent by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and Administrative Agent an officers' certificate Officer’s Certificate certifying that such designation complied with the foregoing provisions. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time.

Subsidiary of an Unrestricted Subsidiary. The Board Boards of Directors of the Issuers may designate any Subsidiary of the Issuers (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock Equity Interests or Indebtedness of, or owns or holds any Lien on on, any property of, the Company Issuers or any of their Subsidiaries (other Subsidiary of the Company that is not a than any Subsidiary of the Subsidiary to be so designated); provided that: (1a) any Unrestricted Subsidiary must be an entity of which shares of the Company certifies Capital Stock or other equity interests (including partnership interests) entitled to cast at least a majority of the Trustee votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Issuers; (b) such designation complies with Section 4.7 4.08 hereof; and (2c) each of; (A) the Subsidiary to be so designated and each of designated, and (B) its Subsidiaries has not not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company Issuers or any of its Restricted SubsidiariesSubsidiary. For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board The Boards of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. The Board of Directors Issuers may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: Subsidiary; provided that (1i) immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.9 hereof; and (2) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall will have occurred and be continuingcontinuing and (ii) the Issuers could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test described in Section 4.11(a) hereof. Any such designation by the Board Boards of Directors of the Issuers shall be evidenced notified by the Issuers to the Trustee by promptly filing with the Trustee a copy of the Board Resolution Resolutions giving effect to such designation and an officers' certificate Officers’ Certificate of the Issuers certifying that such designation complied with the foregoing provisions.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, so long as (i) neither the Company or Issuer nor any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided that: (1) the Company certifies to the Trustee that such designation complies with Section 4.7 hereof; and (2) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries. For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion of the fair market value of the net assets of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness of the Company Issuer or any other 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) neither the Issuer nor any other 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 at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest from persons who are not Affiliates of the Company Issuer and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by (iv) neither the Board Issuer nor any other Subsidiary has any obligation (1) to subscribe for additional shares of Directors of the Company, or, if less, the amount of the value of the Investment Capital Stock or other equity interest in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.9 hereof; and or (2) immediately before and immediately after giving effect to maintain or preserve such designation, no Default Subsidiary's financial condition or Event to cause such Subsidiary to achieve certain levels of Default shall have occurred and be continuingoperating results. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing a board resolution with the Trustee a copy of the Board Resolution giving effect to such designation designation. The Board of Directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if immediately after giving effect to such designation, there would be no Default or Event of Default under this Indenture and an officers' certificate certifying that such designation complied with the foregoing provisionsIssuer could incur $1.00 of additional Indebtedness (other than Intercompany Indebtedness) pursuant to Section 1011 of the Original Indenture.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such so long as (i) neither the Issuer nor any Restricted Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided that: (1) the Company certifies to the Trustee that such designation complies with Section 4.7 hereof; and (2) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries. For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion of the fair market value of the net assets of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness of the Company Issuer or any other 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) neither the Issuer 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 at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest from persons who are not Affiliates of the Company Issuer and its (iv) neither the Issuer nor any Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board Subsidiary has any obligation (1) to subscribe for additional shares of Directors of the Company, or, if less, the amount of the value of the Investment Capital Stock or other equity interest in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.9 hereof; and or (2) immediately before and immediately after giving effect to maintain or preserve such designation, no Default Subsidiary's financial condition or Event to cause such Subsidiary to achieve certain levels of Default shall have occurred and be continuingoperating results. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing a Board Resolution with the Trustee a copy of the Board Resolution giving effect to such designation designation. The Board of Directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if, immediately after giving effect to such designation, there would be no Default under the Indenture, and an officers' certificate certifying that such designation complied with the foregoing provisionsIssuer could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 1010 of the Original Indenture.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors Issuer may designate any Subsidiary of the Issuer other than the Co-Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock Equity Interests or Indebtedness of, or owns or holds any Lien on on, any property of, the Company Issuer or any other Subsidiary of the Company that is not a Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided provided, that: (1i) either (a) the Company certifies Subsidiary to be so designated has total consolidated assets of $1,000 or less or (b) if the Trustee that Subsidiary to be so designated has total consolidated assets in excess of $1,000, such designation complies with Section 4.7 4.07 hereof; and (2ii) each of (A) the Subsidiary to be so designated and each of (B) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company Issuer or any of its Restricted Subsidiaries. For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. The Board of Directors Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) immediately after giving effect to such designationSubsidiary; provided, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.9 hereof; and (2) immediately before and that, immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingcontinuing and either: (a) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test; or (b) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the Board of Directors Issuer shall be evidenced notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board Resolution of Directors of the Issuer or any committee thereof giving effect to such designation and an officers' certificate Officer’s Certificate certifying that such designation complied with the foregoing provisions.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors Borrower may designate any Subsidiary of the Borrower (including any newly acquired or newly formed SubsidiarySubsidiary of the Borrower) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the Company Borrower or any other Restricted Subsidiary of the Company Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided that: provided, that (1i)(A) such designation was made at or prior to the Closing Date (and any such Subsidiary so designated is set forth on Schedule 1.1(b)), or (B) the Company certifies to the Trustee that such designation complies with Section 4.7 hereof; and (2) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the total consolidated assets of the Company $1,000 or any of its Restricted Subsidiaries. For purposes of making the determination of whether any less or (C) if such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereofhas consolidated assets greater than $1,000, the portion of then the fair market value of the net assets of such designation would be permitted under Section 8.7, (ii) any Unrestricted Subsidiary of the Company at the time that such has been designated as a Restricted Subsidiary is designated may not subsequently be redesignated as an Unrestricted Subsidiary without the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and (iii) no Unrestricted Subsidiary may at any time own, or hold an exclusive license in, any Intellectual Property that is represented material to the business of the Borrower and its Subsidiaries, taken as a whole (as reasonably determined by the interest of the Company and its Restricted Subsidiaries in such SubsidiaryBorrower); provided, in each case as determined in good faith by the Board of Directors of the Companyfurther, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) that immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.9 hereof; and (2) immediately before prior and immediately after giving effect to any such designationdesignation of an “Unrestricted Subsidiary”, (x) the Borrower would have been in compliance with Section 8.1 on the Test Date (assuming compliance with Section 8.1 was required on the Test Date) on a pro forma basis after giving effect to such designation as if completed on the first day of the twelve (12)-month period ending on the most recent Test Date and (y) no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors Borrower shall be evidenced to the Trustee Administrative Agent by promptly filing with the Trustee a copy certificate signed by a Responsible Officer of the Board Resolution giving effect to such designation and an officers' certificate Borrower certifying that such designation complied with the foregoing provisions.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock Equity Interests or Indebtedness of, or owns or holds any Lien on on, any property of, the Company Issuer or any other Subsidiary of the Company that is not a Issuer (other than any Subsidiary of the Subsidiary to be so designated; ), provided that: that (1a) any Unrestricted Subsidiary must be an entity of which shares of the Company certifies Capital Stock or other equity interests (including partnership interests) entitled to cast at least a majority of the Trustee votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Issuer, (b) such designation complies with Section 4.7 hereof; and 4.11 and (2c) each of (I) the Subsidiary to be so designated and each of (II) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company Issuer or any of its Restricted Subsidiaries. For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) immediately after giving effect to such designationSubsidiary; provided that, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.9 hereof; and (2) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and (1) the Issuer could incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception described under Section 4.10(a), or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be continuinggreater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the Board of Directors shall be evidenced notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an officersOfficers' certificate Certificate certifying that such designation complied with the foregoing provisions.