Common use of Unrestricted Subsidiaries Clause in Contracts

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of the Borrower and each Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Party.

Unrestricted Subsidiaries. The Borrower: (a) will cause The Borrower may at any time designate, by a certificate executed by a Responsible Officer of the managementBorrower, business any Restricted Subsidiary as an Unrestricted Subsidiary; provided that (1) immediately before and affairs after such designation, no Default or Event of Default shall have occurred and be continuing, (2) the Borrower is in compliance, on a Pro Forma Basis, with the Financial Performance Covenants immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower and each Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate for which financial statements of Unrestricted Subsidiaries have been delivered pursuant to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingledSection 5.04, (3) so that each such Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly does not own, directly or difficult to segregateindirectly, ascertain or identify as its individual assets from those any Equity Interests of the Borrower or any Restricted Subsidiary and (ii4) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Existing Notes, any Permitted Junior Debt or any Permitted Refinancing Indebtedness with respect to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the foregoing. The designation of any Subsidiary as an Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or shall constitute an indenture governing capital markets debt instruments pursuant to which Investment by the Borrower or any the relevant Restricted Subsidiary is a borrower, issuer or guarantor (as applicable) therein at the “Relevant Debt”), date of designation in an amount equal to the terms net book value of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on all such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; andPerson’s outstanding Investment therein. (eb) will not permit The Borrower may at any time designate any Unrestricted Subsidiary to hold be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and an incurrence of Liens by a Restricted Subsidiary on the property of such Unrestricted Subsidiary, and such designation will only be permitted if (i) such Indebtedness is permitted under Section 6.01 and such Liens are permitted under Section 6.02, (ii) no Default or Event of Default would be in existence immediately following such designation, (iii) the Borrower is in compliance, on a Pro Forma Basis, with the Financial Performance Covenants immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.04 and (iv) such Subsidiary becomes a Subsidiary Loan Party to the extent required by Section 5.10 and the Collateral and Guarantee Requirement is satisfied with respect to such Subsidiary and with respect to any Equity Interest in, in or Indebtedness of such Subsidiary owned by or on behalf of any Debt of, any Credit Loan Party.

Unrestricted Subsidiaries. The Subject to the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the Borrower: ; provided that (a) will cause immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the managementTotal Leverage Ratio shall be equal to or less than 2.50:1.00, business and affairs (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Borrower Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each designated as an Unrestricted Subsidiary will be treated as an entity separate and distinct from its Subsidiaries has not at the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those time of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will notdesignation, and will does not permit any other Restricted Subsidiary tothereafter, create, incur, issue, assume, guarantee or be otherwise become directly or become indirectly liable for with respect to any Debt Indebtedness other than Non-Recourse Debt. The designation of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or as an indenture governing capital markets debt instruments pursuant to which Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (therein at the “Relevant Debt”), date of designation in an amount equal to the terms net book value of which would, upon the occurrence Borrower’s investment therein. The designation of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Equity Interest in, Indebtedness or any Debt of, any Credit PartyLiens of such Restricted Subsidiary existing at such time.

Unrestricted Subsidiaries. The Borrower: (a) will The Borrower may designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the management, business and affairs Fair Market Value of all outstanding Investments owned by the Borrower and each its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books otherwise meets the definition of account, furnishing separate financial statements of an Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries;Subsidiary. (b) will cause each Unrestricted Any designation of a Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted as an Unrestricted Subsidiary and (ii) shall be evidenced by the Borrower’s delivery to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt the Administrative Agent a certified copy of any a resolution of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale board of promissory notes or an indenture governing capital markets debt instruments pursuant to which directors of the Borrower or any Restricted Subsidiary is giving effect to such designation and a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence certificate of a default under Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any Debt time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt it will thereafter cease to be accelerated or payable before the fixed date on which the principal an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Relevant Debt Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is due and payable; andnot permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (ec) will not permit The Borrower may at any time designate any Unrestricted Subsidiary to hold be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any Equity Interest inoutstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or any Debt of, any Credit Party(b); and (z) no Default or Event of Default would be in existence following such designation.

Unrestricted Subsidiaries. The Borrower: (a) will cause Parent may at any time after the management, business and affairs of the Borrower and each Restricted A&R Closing Date designate any Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each as an Unrestricted Subsidiary will be treated or remove an Unrestricted Subsidiary’s designation as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; such (b) will cause each Unrestricted Subsidiary a “Designation Removal”); provided that (i) immediately before and after any such designation, no Default or Event of Default has occurred and is continuing (including after giving effect to refrain from maintaining its the reclassification of Investments in, Indebtedness of, and Liens on the assets in such a manner that would make it costly of, the applicable Subsidiary or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary Unrestricted Subsidiary) and (ii) after giving effect to observe all corporate formalities; (c) will notany such designation, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or the Parent shall be or become liable for any Debt of any in compliance with the Financial Covenants on a pro forma basis as of the last day of the most recently ended TTM Period and (iii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Subsidiary of the Parent (other than another Unrestricted Subsidiary) or hold any Indebtedness of, or any Lien on, any property of the Parent and its Subsidiaries; (d) will not; provided, and will not permit further, that any Restricted Unrestricted Subsidiary to, permit any credit agreement for that is re-designated as a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments Subsidiary pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of Designation Removal may not subsequently be designated as an Unrestricted Subsidiary, (i) result in, or permit the holder . The designation of any Relevant Debt Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent (or its applicable Subsidiary) therein at the date of designation in an amount equal to declare a default on the portion of the fair market value of the net assets of such Relevant Debt Subsidiary attributable to the Parent’s (or its applicable Subsidiary’s) equity interests therein as reasonably estimated by the Parent (ii) cause and such designation shall only be permitted to the payment extent such Investment is permitted under Section 9.14). A Designation Removal shall constitute the making, incurrence or granting, as applicable, at the time of designation of any Relevant Debt to be accelerated then-existing Investment, Indebtedness or payable before the fixed date on which the principal Lien of such Relevant Debt is due Subsidiary, as applicable; provided that upon any Designation Removal, the Parent shall be deemed to have received a return on any Investment by the Parent and payable; and (e) will not permit any Unrestricted its Subsidiaries in the resulting Subsidiary in an amount equal to hold any Equity Interest in, or any Debt of, any Credit Partythe portion of the fair market value of the net assets of such Subsidiary attributable to the Parent’s equity therein at the time of such re-designation.

Unrestricted Subsidiaries. The Borrower: Borrower may form or otherwise acquire Unrestricted Subsidiaries with the prior written consent of the Majority Banks. The Borrower shall not permit any Unrestricted Subsidiary to: (a) will cause the managementcreate, business and affairs assume, incur or otherwise become or remain obligated in respect of the Borrower and each Restricted Subsidiary or permit to be conducted in such a manner (includingoutstanding any Indebtedness, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries other than Indebtedness which is non-recourse to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; ; (b) will cause each Unrestricted Subsidiary (i) create, assume, incur or permit to refrain from maintaining exist or to be created, any Lien on any of its assets in such a manner that would make it costly properties or difficult assets, whether now owned or hereafter acquired, other than Liens securing Indebtedness which is non-recourse to segregate, ascertain or identify as its individual assets from those of the Borrower or any and the Restricted Subsidiary and (ii) to observe all corporate formalities; Subsidiaries; (c) will notGuaranty, assume, be obligated with respect to, or permit to be outstanding any Guaranty of, any obligation of any other Person other than Guaranties which are non-recourse to the Borrower and will the Restricted Subsidiaries; or (d) own any assets or conduct any business or other activities without the prior written consent of the Majority Banks. In addition, the Borrower shall not and shall not permit any other Restricted Subsidiary of its Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; : (dx) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, pledge or permit the holder pledge of any Relevant Debt to declare a default on such Relevant Debt the Capital Stock or (ii) cause the payment other ownership interests of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest inPerson (other than to the Administrative Agent as additional Collateral for the Obligations); (y) make any loan or advance to, or Guaranty any Debt obligations of, any Credit PartyUnrestricted Subsidiary or otherwise acquire for consideration evidences of Indebtedness, Capital Stock or other securities of any Unrestricted Subsidiary, other than investments permitted under Section 7.6 hereof and other than intercompany loans and advances among the Unrestricted Subsidiaries; or (z) transfer any assets to any Unrestricted Subsidiary. The Borrower shall not permit the net worth of any Unrestricted Subsidiary, after giving effect to all contingent liabilities and as otherwise determined in accordance with GAAP, to be less than zero at any time.

Unrestricted Subsidiaries. (a) The BorrowerBorrowers may at any time after the Closing Date designate any Subsidiary as an Unrestricted Subsidiary, or designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided: (ai) will cause the managementimmediately before and after such designation, business no Event of Default shall have occurred and affairs be continuing or result therefrom; (ii) no Unrestricted Subsidiary shall own any Equity Interests in Holdings, any Borrower or any Restricted Subsidiary; (iii) (x) no Unrestricted Subsidiary shall hold any Indebtedness of, or any Lien on any property of Holdings, any Borrower or any of the Restricted Subsidiaries and (y) none of Holdings, any Borrower and each nor any of the Restricted Subsidiaries shall at any time be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “restricted subsidiary” for purposes of the First Lien Obligations, any Junior Financing or any other Indebtedness of the Borrowers or the Restricted Subsidiaries outstanding at such time with an outstanding principal amount in excess of $5,000,000 (to the extent such other Indebtedness has comparable provisions for the designation of Unrestricted Subsidiaries); and (v) no Restricted Subsidiary to may be conducted designated an Unrestricted Subsidiary (A) if it was previously designated an Unrestricted Subsidiary or (B) if it owns material intellectual property utilized in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties the business of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the their Restricted Subsidiaries;. (b) will cause each The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence or making, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Liens of such Subsidiary, as applicable, existing at such time; provided that upon the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Holdings shall be deemed to continue to have an Investment in such resulting Restricted Subsidiary in an amount (if positive) equal to (i) to refrain from maintaining its assets Holdings’ Investment in such a manner that would make it costly or difficult to segregateRestricted Subsidiary at the time of designation, ascertain or identify as its individual assets from those less (ii) the portion of the Borrower or any fair market value (as reasonably determined by Holdings) of the net assets of such Restricted Subsidiary attributable to Holdings’ or its Restricted Subsidiary’s (as applicable) Investment therein (as reasonably estimated by Holdings). (c) The designation of any Subsidiary as an Unrestricted Subsidiary shall (i) constitute an Investment by Holdings (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the fair market value (as reasonably determined by Holdings) of the net assets of such Subsidiary attributable to Holdings’ or its Restricted Subsidiary’s (as applicable) Investment therein (as reasonably estimated by Holdings) and (ii) be permitted to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit extent such Investment is permitted under Section 6.6. Neither Holdings nor any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes may contribute or an indenture governing capital markets debt instruments pursuant otherwise sell or transfer to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any material intellectual property utilized in the business of the Credit PartyParties and their Restricted Subsidiaries.

Unrestricted Subsidiaries. (a) The BorrowerBorrowers may at any time after the Closing Date designate any Subsidiary as an Unrestricted Subsidiary, or designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided: (ai) will cause the managementimmediately before and after such designation, business no Event of Default shall have occurred and affairs be continuing or result therefrom; (ii) no Unrestricted Subsidiary shall own any Equity Interests in Holdings, any Borrower or any Restricted Subsidiary; (iii) (x) no Unrestricted Subsidiary shall hold any Indebtedness of, or any Lien on any property of Holdings, any Borrower or any of the Restricted Subsidiaries and (y) none of Holdings, any Borrower and each nor any of the Restricted Subsidiaries shall at any time be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “restricted subsidiary” for purposes of the Second Lien Term Facility Indebtedness, any other Junior Financing or any other Indebtedness of the Borrowers or the Restricted Subsidiaries outstanding at such time with an outstanding principal amount in excess of $5,000,000 (to the extent such other Indebtedness has comparable provisions for the designation of Unrestricted Subsidiaries); and (v) no Restricted Subsidiary to may be conducted designated an Unrestricted Subsidiary (A) if it was previously designated an Unrestricted Subsidiary or (B) if it owns material intellectual property utilized in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties the business of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the their Restricted Subsidiaries;. (b) will cause each The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence or making, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Liens of such Subsidiary, as applicable, existing at such time; provided that upon the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Holdings shall be deemed to continue to have an Investment in such resulting Restricted Subsidiary in an amount (if positive) equal to (i) to refrain from maintaining its assets Holdings’ Investment in such a manner that would make it costly or difficult to segregateRestricted Subsidiary at the time of designation, ascertain or identify as its individual assets from those less (ii) the portion of the Borrower or any fair market value (as reasonably determined by Holdings) of the net assets of such Restricted Subsidiary attributable to Holdings’ or its Restricted Subsidiary’s (as applicable) Investment therein (as reasonably estimated by Holdings). (c) The designation of any Subsidiary as an Unrestricted Subsidiary shall (i) constitute an Investment by Holdings (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the fair market value (as reasonably determined by Holdings) of the net assets of such Subsidiary attributable to Holdings’ or its Restricted Subsidiary’s (as applicable) Investment therein (as reasonably estimated by Holdings) and (ii) be permitted to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit extent such Investment is permitted under Section 6.6. Neither Holdings nor any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes may contribute or an indenture governing capital markets debt instruments pursuant otherwise sell or transfer to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any material intellectual property utilized in the business of the Credit PartyParties and their Restricted Subsidiaries.

Unrestricted Subsidiaries. The BorrowerCelestica may, from time to time and at any time hereafter, designate any Subsidiary as an Unrestricted Subsidiary so long as: (a) will cause (i) such Subsidiary shall not be a Subsidiary existing as at the management, business date of this Agreement; (ii) such Subsidiary shall never have been a Designated Subsidiary; and affairs of the Borrower and each (iii) such Subsidiary shall never have been a Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted SubsidiariesSubsidiary; (b) will cause each neither Celestica nor any of its Subsidiaries (other than Unrestricted Subsidiaries) shall be liable, contingently or otherwise, for any indebtedness or other liability or obligation of the Unrestricted Subsidiary, except for guarantees provided by the immediate parent of such Unrestricted Subsidiary in respect of indebtedness of such Unrestricted Subsidiary, where such guarantees are: (i) to refrain from maintaining its assets in made solely for the purpose of facilitating a pledge by the guarantor of Shares of such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and Unrestricted Subsidiary; and (ii) the recourse under such guarantees are limited to observe all corporate formalities;such pledged Shares; and (c) will notneither Celestica nor any of its Restricted Subsidiaries shall have applied the proceeds of any Advance under the Facility to fund the equity of, or otherwise capitalize the Unrestricted Subsidiary. Provided that an Event of Default has not occurred and will is not permit continuing, Celestica may from time to time and at any other time hereafter, designate an Unrestricted Subsidiary as a Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries;provided that: (di) will notimmediately upon giving effect to such designation, and will not permit any Celestica shall remain in compliance with all covenants set out in Section 9.3 on a pro-forma (four quarter) basis; and (ii) the designation of such Unrestricted Subsidiary as a Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon would not otherwise result in the occurrence of a default under any Debt Default or an Event of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit PartyDefault.

Unrestricted Subsidiaries. The Borrower: (a) will cause the managementThe Administrative Borrower may at any time designate, business and affairs by a certificate executed by a Responsible Officer of the Borrower and each Restricted Subsidiary to be conducted in such a manner (includingAdministrative Borrower, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary and (ii) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (w) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (x) the Administrative Borrower is in Financial Covenant Compliance immediately after giving effect to observe such designation and (y) no Material Contracts may be assigned to an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market value of all corporate formalities;such Person’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04. (b) Any designation of a Subsidiary as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by delivering to the Administrative Agent a certificate executed by a Responsible Officer of the Administrative Borrower certifying that such designation complied with the applicable conditions set forth in Section 5.14(a). (c) will notIf, and will not permit at any other Restricted time, any Unrestricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of should fail to meet the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of preceding requirements as an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt it will thereafter cease to be accelerated or payable before an Unrestricted Subsidiary for the fixed date on which the principal purposes of this Agreement and any Indebtedness, Liens and Investments of such Relevant Debt is due Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness, Liens and payable; and (e) Investments are not permitted to be incurred as of such date under Section 6.01, Section 6.02 or Section 6.04, as applicable, the Borrowers will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Partybe in default of such covenants.

Unrestricted Subsidiaries. The Borrower: (a) will cause Permit any Regulated Unrestricted Subsidiary to incur Indebtedness if at the managementtime of incurring such Indebtedness and after giving effect thereto, business and affairs the Leverage Ratio of such Regulated Unrestricted Subsidiary, determined on a pro forma basis as of the Borrower and each Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate most recent Quarter-End Date for which financial statements of Unrestricted Subsidiaries have been delivered pursuant to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties Section 7.1(a) or Section 7.1(b), as applicable, exceeds 5.50 to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries;1.00. (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit Permit any Unrestricted Subsidiary to hold hold, directly or indirectly, any Equity Interest in, or any Debt Indebtedness of, the MLP, the Issuer, any Credit PartyRestricted Subsidiary, CIG or SNG. (c) Permit the MLP, the Issuer or any Restricted Subsidiary to, guarantee or otherwise become liable in respect of any Indebtedness or other obligations of, grant any Lien on any of its property to secure any Indebtedness or other obligation of, or provide any other form of credit support to, any Unrestricted Subsidiary, unless in each case these are Non-Recourse. (d) Permit any Unrestricted Subsidiary to engage directly or indirectly in any business or conduct any operations except as permitted under Section 10.7. (e) The Issuer may designate one or more Restricted Subsidiaries of the Issuer as Unrestricted Subsidiaries, provided that (i) all Investments made in such Subsidiary at the time of such designation (treating such Investments as having been made on the date of such designation) shall be permitted under Section 10.2, (ii) after giving effect to such designation, the MLP, the Issuer and any Restricted Subsidiary that owns Equity Interests in such Subsidiary are in compliance with the provisions of Section 10, including Section 10.1, and are in pro forma compliance with Section 10.3, Section 10.12, and Section 10.13, (iii) no Default or Event of Default shall exist or result from such designation, and (iv) the MLP has provided to the holders of the Notes a Responsible Officer’s certificate to the effect that each of the foregoing conditions have been satisfied. (f) The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary, provided that such designation may be made only if at the time of such designation and after giving effect thereto, (i) if such Unrestricted Subsidiary has outstanding Indebtedness, it would be permitted to incur such Indebtedness pursuant to Section 10.3 on the date of designation, (ii) after giving effect to such designation, the MLP and the Issuer shall be in pro forma compliance with Section 10.12 and Section 10.13, (iii) the representations and warranties herein that are applicable to Restricted Subsidiaries shall be true and correct with respect to such Subsidiary, (iv) no Default or Event of Default shall exist or result from such designation, and (v) the MLP has provided to the holders of the Notes a Responsible Officer’s certificate to the effect that each of the foregoing conditions have been satisfied.

Unrestricted Subsidiaries. The BorrowerBoard of Directors of the Company may after the Issue Date designate any Subsidiary as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (a) will cause no Default or Event of Default shall have occurred and be continuing at the management, business and affairs time of the Borrower and each Restricted Subsidiary or after giving effect to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted SubsidiariesDesignation; (b) will cause each Unrestricted Subsidiary (ix) the Company would be permitted to refrain from maintaining its assets make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to paragraph (a) of Section 4.08 in an amount (the “Designation Amount”) equal to the greater of (1) the net book value of the Company’s interest in such a manner that would make it costly Subsidiary calculated in accordance with GAAP or difficult to segregate, ascertain or identify as its individual assets from those (2) the Fair Market Value of the Borrower Company’s interest in such Subsidiary as determined in good faith by the Company’s Board of Directors, or any Restricted Subsidiary and (iiy) to observe all corporate formalitiesthe Designation Amount is less than $1,000; (c) will not, and will such Unrestricted Subsidiary does not permit own any other Capital Stock in any Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Company which is not simultaneously being designated an Unrestricted SubsidiariesSubsidiary; (d) will notsuch Unrestricted Subsidiary is not liable, and will not permit directly or indirectly, with respect to any Restricted Indebtedness other than Unrestricted Subsidiary toIndebtedness, permit any credit agreement for provided that an Unrestricted Subsidiary may provide a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement Guarantee for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payableNotes; and (e) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary shall be deemed a Restricted Payment. In the event of any such Designation, the Company shall be deemed, for all purposes of this Indenture, to have made an Investment equal to the Designation Amount that constitutes a Restricted Payment pursuant to Section 4.08. The Company will not and will not cause or permit any Restricted Subsidiary to at any time: (a) provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that this Section 4.17 shall not be deemed to hold prevent Permitted Investments in Unrestricted Subsidiaries that are otherwise allowed under this Indenture, or (b) be directly or indirectly liable for any Equity Interest inIndebtedness of any Unrestricted Subsidiary. For purposes of the foregoing, or any Debt ofthe Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all present and future Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Credit PartyPerson that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this Indenture; and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Debt), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Debt) pursuant to paragraph (a) of Section 4.07. All Designations and Revocations must be evidenced by a Board Resolution of the Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions of this Section 4.17.

Unrestricted Subsidiaries. The Borrower: Concurrently with the delivery of any financial statements pursuant to Sections 10.1(a) and (b) above, a reconciliation statement or other statement reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, the obligations in clauses (a) will cause the management, business and affairs (b) of the Borrower and each Restricted Subsidiary this Section 10.1 may be satisfied with respect to be conducted in such a manner (including, without limitation, by keeping separate books financial information of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; Subsidiaries by furnishing (bA) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly the applicable financial statements of any direct or difficult to segregate, ascertain or identify as its individual assets from those indirect parent of the Borrower or (B) the Borrower’s (or any Restricted Subsidiary direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of subclauses (A) and (B) of this paragraph, to the extent such information relates to a parent of the Borrower and such information differs materially from the information relating to Borrower and its Subsidiaries on a standalone basis, such information is accompanied by consolidating or other information that explains in reasonable detail such differences. Documents required to be delivered pursuant to clauses (a), (b), and (g) of this Section 10.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; (ii) such documents are posted on the Borrower’s behalf on DebtDomain, IntraLinks/IntraAgency or another website, if any, to observe all corporate formalities; which each Lender and the Administrative Agent have access (cwhether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) will notsuch financial statements and/or other documents are posted on the SEC’s website on the internet at xxx.xxx.xxx; provided that (A) the Borrower shall, at the request of the Administrative Agent, continue to deliver copies (which delivery may be by electronic transmission) of such documents to the Administrative Agent and will not permit any other Restricted Subsidiary to, incur, assume, guarantee (B) the Borrower shall notify (which notification may be by facsimile or be or become liable for any Debt electronic transmission) the Administrative Agent of the posting of any such documents on any website described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Unrestricted Subsidiaries; Administrative Agent and maintaining its copies of such documents. Each Credit Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 10.1(a), (b) and (d) will notabove are hereby deemed to be suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information; provided that any failure by the Borrower to so notify the Administrative Agent shall not constitute a Default or Event of Default. Each Lender and the Administrative Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP, or the interpretation thereof, and that such restatements will not permit any Restricted Subsidiary to, permit any credit agreement for result in a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes Default or an indenture governing capital markets debt instruments pursuant to which Event of Default under the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit PartyDocuments.

Unrestricted Subsidiaries. (a) The BorrowerBoard of Directors of the Company may designate after the Issue Date any of the Company’s Subsidiaries as an Unrestricted Subsidiary under this Supplemental Indenture (a “Designation”) only if: (1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (2) (x) the Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation) pursuant to paragraph (a) will cause of Section 4.08 or as a Permitted Payment or Permitted Investment in an amount (the management, business and affairs “Designation Amount”) equal to the greater of (1) the net book value of the Borrower Company’s interest in such Subsidiary calculated in accordance with GAAP and each (2) the Fair Market Value of the Company’s interest in such Subsidiary as determined in good faith by the Company’s Board of Directors, or (y) the Designation Amount is less than $1,000; (3) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary; (4) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness; provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (5) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by obtained at the time from Persons who are not permitting Properties Affiliates of the Credit Parties Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to be commingled) so that each such Unrestricted Subsidiary will shall be treated as an entity separate and distinct from the Borrower and the deemed a Restricted Subsidiaries;Payment. (b) will cause each Unrestricted Subsidiary In the event of any such Designation, the Company shall be deemed, for all purposes of this Supplemental Indenture, to have made an Investment equal to the Designation Amount that, as designated by the Company, constitutes a Restricted Payment pursuant to paragraph (ia) to refrain from maintaining its assets in such of Section 4.08 or a manner that would make it costly Permitted Payment or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities;Permitted Investment. (c) will not, The Company shall not and will shall not cause or permit any other Restricted Subsidiary to, incur, assumeto at any time: (1) provide credit support for, guarantee or be subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) or enter into or become a party to any agreement, contract, arrangement or understanding with any Unrestricted Subsidiary, the terms of which, together with the terms of all other agreements, contracts, arrangements and understandings with such Unrestricted Subsidiary, taken as a whole, in the good-faith judgment of the Board of Directors of the Company, are less favorable to the Company and the Restricted Subsidiaries than those that would be available in a comparable transaction in arm’s-length dealings with a party that is not an Affiliate of the Company; provided that this Section 4.15 shall not be deemed to prevent Permitted Investments, Restricted Payments or Permitted Payments in Unrestricted Subsidiaries that are otherwise allowed under this Supplemental Indenture, or (2) be directly or indirectly liable for any Debt Indebtedness of any Unrestricted Subsidiary (other than by pledge of the Unrestricted Subsidiaries;Capital Stock thereof). (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale For purposes of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”)this Section 4.15, the terms of which would, upon the occurrence Designation of a default under any Debt Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary. (ie) result inThe Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if: (1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; (2) all Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, or permit the holder of any Relevant Debt to declare a default on if incurred at such Relevant Debt or (ii) cause the payment of any Relevant Debt time, have been permitted to be accelerated or payable before the fixed date on which the principal incurred for all purposes of such Relevant Debt is due and payablethis Supplemental Indenture; and (e3) will unless such redesignated Subsidiary shall not permit have any Unrestricted Indebtedness outstanding (other than Indebtedness that would be Permitted Debt), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Debt) pursuant to hold any Equity Interest in, or any Debt of, any Credit PartySection 4.07. (f) All Designations and Revocations shall be evidenced by a Board Resolution of the Board of Directors of the Company delivered to the Trustee certifying compliance with the provisions of this Section 4.15.

Unrestricted Subsidiaries. The Borrower: (a) will cause The Borrower may designate any Restricted Subsidiary as an Unrestricted Subsidiary and, subject to Section 8.18(c), any Unrestricted Subsidiary as a Restricted Subsidiary upon delivery to the managementAdministrative Agent of written notice from the Borrower; provided that immediately before and after such designation, business (i) no Default or Event of Default shall have occurred and affairs be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in pro forma compliance with the Financial Performance Covenants (iii) no Borrowing Base Deficiency not otherwise cured shall be existing or result therefrom and (iv) the representations and warranties of the Borrower and each Restricted Subsidiary the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designation, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be conducted true and correct in all material respects (unless already qualified by materiality in which case such a manner (including, without limitation, by keeping separate books applicable representation and warranty shall be true and correct) as of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries;such specified earlier date. (b) will cause each The designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any Disposition of Property to an Unrestricted Subsidiary shall constitute (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify an Investment under Section 9.05 as its individual assets from those of the Borrower date of designation or any Restricted Subsidiary Disposition, as applicable, in an amount equal to the Fair Market Value of the Borrower’s investment therein and (ii) a Disposition as of the date of designation or Disposition, including (A) for purposes of the provisions of Section 2.08 and (B) for purposes of EBITDAX where such Disposition shall be deemed to observe all corporate formalities;be a Material Disposition. (c) will not, and will not permit The Borrower may designate any other Unrestricted Subsidiary as a Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt once upon delivery of written notice to the Administrative Agent; provided that such designation (i) shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 9.05 to the extent that such Investment was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary at the date of designation in an amount equal to the Fair Market Value of the Unrestricted Subsidiaries;Borrower’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 9.02 and Section 9.03, as applicable and (iii) shall require the Borrower to be in compliance with the Financial Performance Covenants immediately before such designation and in pro forma compliance immediately after such designation. (d) will not, and will not permit any Any designation of a Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of as an Unrestricted Subsidiary, (i) result in, or permit the holder any designation of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary as a Restricted Subsidiary and any Disposition to hold any Equity Interest inan Unrestricted Subsidiary will require the Borrower to provide the Administrative Agent a certificate signed by a Responsible Officer of the Borrower certifying that such designation complied with the preceding conditions in Section 8.18(b) or Section 8.18(c), or any Debt of, any Credit Partyas applicable.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of the The Borrower and each may at any time designate any Restricted Subsidiary to as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be conducted in continuing, (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary or if any of its Subsidiaries is a Restricted Subsidiary (unless such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Subsidiaries are being designated as Unrestricted Subsidiaries simultaneously therewith), (iii) immediately after giving effect to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingledsuch designation (A) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries shall be in compliance, on an historical pro forma basis, with the covenants set forth in Sections 8.02 and 8.12, (B) the aggregate amount of revenues of the Unrestricted Subsidiaries shall not exceed 10% of the aggregate amount of revenues of the Borrower and its Subsidiaries on a consolidated basis, (C) the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Unrestricted Subsidiaries only) of the Unrestricted Subsidiaries shall not exceed 10% of the Consolidated EBITDA (measured as if all Subsidiaries were Restricted Subsidiaries for this purpose) of the Borrower and its Subsidiaries on a consolidated basis, and (D) the aggregate amount of total assets of the Unrestricted Subsidiaries shall not exceed 10% of the total assets of the Borrower and its Subsidiaries;, and (iv) prior to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating compliance with the preceding subsections (iii)(A) through (iii)(D). The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the sum of (i) the Borrower’s direct or indirect equity ownership percentage of the net worth of such designated Restricted Subsidiary immediately prior to such designation (such net worth to be calculated without regard to any guarantee provided by such designated Restricted Subsidiary) and (ii) without duplication, the aggregate principal amount of all Indebtedness owed by such designated Unrestricted Subsidiary and its Subsidiaries (to the extent such Subsidiaries are not previously Unrestricted Subsidiaries) to the Borrower or any Restricted Subsidiary immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (i), on a consolidated basis in accordance with GAAP (and such designation shall only be permitted to the extent such Investment is permitted under Section 8.03). (b) will cause each Unrestricted Subsidiary If at any time: (i) to refrain from maintaining its assets in such an Unrestricted Subsidiary becomes a manner that would make it costly guarantor of the Subordinated Notes or difficult to segregate, ascertain or identify as its individual assets from those of any other Indebtedness of the Borrower or any Restricted Subsidiary, then the Borrower shall provide prompt notice thereof to the Administrative Agent, and in any case within 10 days of such occurrence, and such Subsidiary shall automatically become a Restricted Subsidiary and shall become a Guarantor in compliance with, and otherwise satisfy the provisions of, Section 7.12, or (ii) to observe any of the following occurs: (x) the aggregate amount of revenues of the Unrestricted Subsidiaries exceeds 10% of the aggregate amount of revenues of the Borrower and its Subsidiaries on a consolidated basis, (y) the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Unrestricted Subsidiaries only) of the Unrestricted Subsidiaries exceeds 10% of the Consolidated EBITDA (measured as if all corporate formalities;Subsidiaries were Restricted Subsidiaries for this purpose) of the Borrower and its Subsidiaries on a consolidated basis, or (z) the aggregate amount of total assets of the Unrestricted Subsidiaries exceeds 10% of the total assets of the Borrower and its Subsidiaries, then in any such case the Borrower will promptly, and in any event within 10 days thereafter, designate one or more Unrestricted Subsidiaries as Restricted Subsidiaries so that, after such designation, none of the tests in subsections (i), (ii) and (iii) is then violated. (c) will notIf at any time a Restricted Subsidiary is designated as an Unrestricted Subsidiary in compliance with this Agreement, the Administrative Agent shall be authorized to, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any shall at the request of the Borrower, release such Unrestricted Subsidiaries;Subsidiary from any Loan Document to which it is a party, and release the Equity Interests of such Unrestricted Subsidiary from the pledge thereof pursuant to the Pledge Agreement. (d) will not, and will not permit If at any time any Unrestricted Subsidiary is designated or becomes a Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which wouldthis Agreement, upon such Restricted Subsidiary shall, to the occurrence extent required thereby, comply with the provisions of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit Section 7.12 within the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Partytime required therein.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of the The Borrower and each shall not designate any Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each as an Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each or any Unrestricted Subsidiary as a Restricted Subsidiary unless (i) no Default or Event of Default shall exist immediately prior or immediately after giving effect to refrain from maintaining its assets such designation; (ii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in Pro Forma Compliance; and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those Restricted Subsidiary Guarantees any indebtedness in excess of the Threshold Amount of the Borrower or any Restricted Subsidiary. (i) No Unrestricted Subsidiary that has been designated as a Restricted Subsidiary may subsequently be re-designated as an Unrestricted Subsidiary; and (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to observe all corporate formalities;the covenants) under any Additional Indebtedness. (c) will not, and will not permit The designation of any other Restricted Subsidiary toas an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the fair market value of such Subsidiary (as determined by the Borrower in good faith) on such date. Accordingly, incur, assume, guarantee or such designation shall be or become liable for any Debt of any of permitted only if the Unrestricted Subsidiaries;Investment represented thereby would be permitted under Section 7.02. (d) will not, and will not permit The designation of any Unrestricted Subsidiary as a Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, shall constitute (i) result in, or permit the holder incurrence on the date of such designation of any Relevant Debt to declare a default Investment, Indebtedness or Liens of such Subsidiary existing on such Relevant Debt or date and (ii) cause for purposes of calculating the payment outstanding amount of any Relevant Debt Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to be accelerated or payable before the fixed outstanding amount of all such Investments in such Subsidiary on the date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Partydesignation.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs The Board of Directors of the Borrower and each Restricted Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each an Unrestricted Subsidiary will be treated so long as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) neither the Company nor any Restricted Subsidiary is directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to refrain from maintaining its assets in any Indebtedness of such a manner that Subsidiary would make it costly permit (upon notice, lapse of time or difficult to segregate, ascertain or identify as its individual assets from those otherwise) any holder of any other Indebtedness of the Borrower Company or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt other Indebtedness or (ii) cause the payment of any Relevant Debt thereof to be accelerated or payable before prior to its stated maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate the fixed date on which provisions of Section 1011, (iv) neither the principal Company nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Relevant Debt is due Subsidiary other than those that might be obtained at the time from persons who are not Affiliates of the Company and payable; and(v) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other equity interest in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results. (eb) will not permit The Board of Directors of the Company may designate any Unrestricted Subsidiary as a Restricted Subsidiary; PROVIDED that (i) no Default or Event of Default has occurred and is continuing following such designation and (ii) the Company could incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to hold any Equity Interest in, or the first paragraph of Section 1010 (treating any Debt of, any Credit Partyof such Unrestricted Subsidiary as the incurrence of Debt by a Restricted Subsidiary).

Unrestricted Subsidiaries. The Borrower: (a) will cause The Parent Borrower may at any time after the managementFunding Date, business substantially contemporaneously upon the organization or acquisition of any Subsidiary, designate such Subsidiary as an Unrestricted Subsidiary, or designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that, (i) immediately before and affairs after such designation (x) no Default or Event of Default shall have occurred and be continuing, and (y) the Parent Borrower shall be in compliance, on a pro forma basis after giving effect to such designation, with the covenants contained in Section 6.1, in each case recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower for which the relevant information is available as if such designation had occurred on the first day of each relevant period for testing such compliance; (ii) no Unrestricted Subsidiary shall own any Capital Stock in any Borrower or any Restricted Subsidiary; (iii) no Unrestricted Subsidiary shall hold any Indebtedness of, or any Lien on any property of, any Borrower or any Restricted Subsidiary; and each (iv) no Restricted Subsidiary to may be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each designated an Unrestricted Subsidiary will be treated as if it was previously designated an entity separate and distinct from the Borrower and the Restricted Subsidiaries;Unrestricted Subsidiary. (b) will cause each The designation of any Subsidiary as an Unrestricted Subsidiary (i) after the Funding Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to refrain from maintaining its assets the fair market value as determined in good faith by the Parent Borrower of such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities;Investment. (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt The designation of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold as a Restricted Subsidiary shall constitute the incurrence by the Parent Borrower at the time of such designation of any Equity Interest inInvestment, Indebtedness or any Debt of, any Credit PartyLiens of such Subsidiary existing at such time.

Unrestricted Subsidiaries. The Borrower: (a) will cause The Borrower may designate any Restricted Subsidiary as an Unrestricted Subsidiary and, subject to Section 8.18(c), any Unrestricted Subsidiary as a Restricted Subsidiary upon delivery to the managementAdministrative Agent of written notice from the Borrower; provided that immediately before and after such designation, business (i) no Default or Event of Default shall have occurred and affairs be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in pro forma compliance with Section 9.01(a) and Section 9.01(b), (iii) no Borrowing Base Deficiency not otherwise cured shall be existing or result therefrom and (iv) the representations and warranties of the Borrower and each Restricted Subsidiary the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designation, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be conducted true and correct in all material respects (unless already qualified by materiality in which case such a manner (including, without limitation, by keeping separate books applicable representation and warranty shall be true and correct) as of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries;such specified earlier date. (b) will cause each The designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any Disposition of Property to an Unrestricted Subsidiary shall constitute (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify an Investment under Section 9.05 as its individual assets from those of the Borrower date of designation or any Restricted Subsidiary Disposition, as applicable, in an amount equal to the Fair Market Value of the Borrower’s investment therein and (ii) a Disposition as of the date of designation or Disposition, including (A) for purposes of the provisions of Section 2.08 and (B) for purposes of EBITDA where such Disposition shall be deemed to observe all corporate formalities;be a Material Disposition. (c) will not, and will not permit The Borrower may designate any other Unrestricted Subsidiary as a Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt once upon delivery of written notice to the Administrative Agent; provided that such designation (i) shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 9.05 to the extent that such Investment was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary at the date of designation in an amount equal to the Fair Market Value of the Unrestricted Subsidiaries;Borrower’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 9.02 and Section 9.03, as applicable and (iii) shall require the Borrower to be in compliance with Section 9.01(a) and Section 9.01(b) immediately before such designation and in pro forma compliance immediately after such designation. (d) will not, and will not permit any Any designation of a Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of as an Unrestricted Subsidiary, (i) result in, or permit the holder any designation of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary as a Restricted Subsidiary and any Disposition to hold any Equity Interest inan Unrestricted Subsidiary will require the Borrower to provide the Administrative Agent a certificate signed by a Responsible Officer of the Borrower certifying that such designation complied with the preceding conditions in Section 8.18(b) or Section 8.18(c), or any Debt of, any Credit Partyas applicable.

Unrestricted Subsidiaries. The Borrower: (a) will cause The Borrower may at any time designate, by a certificate executed by a Responsible Officer of the managementBorrower, business any Restricted Subsidiary as an Unrestricted Subsidiary; provided that (i) immediately before and affairs after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.11 immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.1(a) or (b), and each (iii) at all times after giving effect to such designation, (A) such Unrestricted Subsidiary shall have no Indebtedness other than Non-Recourse Debt, other than as contemplated by Section 7.2(d)(iii), (B) neither the Borrower nor any Restricted Subsidiary to be conducted in will have any direct or indirect obligation for any obligation or liability of such a manner Unrestricted Subsidiary, other than as contemplated by Section 7.2(d)(iii) and (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of C) neither the Credit Parties to be commingled) so that each Unrestricted Borrower nor any Restricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will required to maintain or preserve such Unrestricted Subsidiary’s financial condition or cause each such Unrestricted Subsidiary to achieve any specified level of operating results, (iiv) to refrain from maintaining its assets such Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (iiv) to observe all corporate formalities; (c) will not, and will not permit any other no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary to, incur, assume, guarantee or be or become liable Subsidiary” for any Debt the purpose of any Indebtedness of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or its Restricted Subsidiaries. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the relevant Restricted Subsidiary is a borrower, issuer or guarantor (as applicable) therein at the “Relevant Debt”), date of designation in an amount equal to the terms fair market value of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on all such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; andPerson’s outstanding Investment therein. (eb) will not permit The Borrower may at any time designate any Unrestricted Subsidiary to hold be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any Equity Interest inoutstanding Indebtedness of such Unrestricted Subsidiary and an incurrence of Liens by a Restricted Subsidiary on the property of such Unrestricted Subsidiary then subject to any Liens, and such designation will only be permitted if (i) such Indebtedness is permitted under Section 7.2 and such Liens are permitted under Section 7.1, (ii) no Default or any Debt ofEvent of Default would be in existence immediately following such designation, any Credit Party(iii) all representations and warranties herein with respect to such designated Subsidiary will be true and correct in all material respects as if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iv) the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.11 immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.1(a) or (b) and (v) such Subsidiary becomes a Loan Party to the extent required by Section 6.12.

Unrestricted Subsidiaries. The BorrowerSo long as no Default or Event of Default has occurred and is continuing, and immediately after giving effect to such designation on a pro forma basis, no Default or Event of Default would result therefrom, the Borrower or any wholly-owned Subsidiary of the Borrower may designate one or more Subsidiaries as Unrestricted Subsidiaries (each such Subsidiary, and each of its Subsidiaries, an “Unrestricted Subsidiary”), which Unrestricted Subsidiaries shall be subject to the following: (a) will cause the management, business and affairs No Unrestricted Subsidiary shall be deemed to be a “Restricted Person” or a “Subsidiary” of the Borrower for purposes of this Agreement or any other Loan Document, and each Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each no Unrestricted Subsidiary will shall be treated subject to or included within the scope of any provision herein or in any other Loan Document, including without limitation any representation, warranty, covenant or Event of Default herein or in any other Loan Document, except as an entity separate and distinct from the Borrower and the Restricted Subsidiaries;set forth in this Section 7.09. (b) will cause each No Restricted Person shall guarantee or otherwise become liable in respect of any Indebtedness of, grant any Lien on any of its property (other than its Equity Interests in an Unrestricted Subsidiary (iSubsidiary) to refrain from maintaining its assets secure any Indebtedness of or other obligation of, or provide any other form of credit support to, any Unrestricted Subsidiary, and no Restricted Person shall enter into any contract or agreement with any Unrestricted Subsidiary, except on terms no less favorable to such Restricted Person, as applicable, than could be obtained in a comparable arm’s length transaction with a non-Affiliate of such a manner Restricted Person; provided, Restricted Persons may guarantee trade accounts payable of Unrestricted Subsidiaries that would make it costly or difficult arise in the ordinary course of business in an amount not to segregate, ascertain or identify as its individual assets from those exceed five percent (5%) of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities;Borrower’s Consolidated Net Tangible Assets. (c) will notThe Borrower shall at all times maintain, as between Restricted Persons and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries;, the separate existence of each Unrestricted Subsidiary. (d) will notRestricted Persons shall notify each Lender Party, and will not permit later than five (5) Business Days after any executive officer of Restricted Persons has knowledge of, any claim, including any claim under any Environmental Law, or any notice of potential liability under any Environmental Law, asserted against any Unrestricted Subsidiary toor with respect to any Unrestricted Subsidiary’s properties that would reasonably be expected to result in a Material Adverse Effect, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments stating that such notice is being given pursuant to which the this Section 7.09. The Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit may designate any Unrestricted Subsidiary to hold any Equity Interest inbecome a Restricted Person if a Default or Event of Default is not continuing, such designation would not, immediately after giving effect thereto, result in a Default or any Debt ofan Event of Default, any Credit Partyand immediately thereafter such Subsidiary has no outstanding Indebtedness. Immediately thereafter, the Borrower shall promptly notify Administrative Agent of such designation and provide to it an officer’s certificate that such designation was made in compliance with this Section 7.09.

Unrestricted Subsidiaries. The BorrowerBoard of Directors of the Company may after the Issue Date designate any Subsidiary as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (a) will cause no Default or Event of Default shall have occurred and be continuing at the management, business and affairs time of the Borrower and each Restricted Subsidiary or after giving effect to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted SubsidiariesDesignation; (b) will cause each Unrestricted Subsidiary (ix) the Company would be permitted to refrain from maintaining its assets make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to paragraph (a) of Section 4.08 in an amount (the “Designation Amount”) equal to the greater of (1) the net book value of the Company’s interest in such a manner that would make it costly Subsidiary calculated in accordance with GAAP or difficult to segregate, ascertain or identify as its individual assets from those (2) the Fair Market Value of the Borrower Company’s interest in such Subsidiary as determined in good faith by the Company’s Board of Directors, or any Restricted Subsidiary and (iiy) to observe all corporate formalitiesthe Designation Amount is less than $1,000; (c) will not, and will such Unrestricted Subsidiary does not permit own any other Capital Stock in any Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Company which is not simultaneously being designated an Unrestricted SubsidiariesSubsidiary; (d) will notsuch Unrestricted Subsidiary is not liable, and will not permit directly or indirectly, with respect to any Restricted Indebtedness other than Unrestricted Subsidiary toIndebtedness, permit any credit agreement for provided that an Unrestricted Subsidiary may provide a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement Guarantee for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payableNotes; and (e) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary shall be deemed a Restricted Payment. In the event of any such Designation, the Company shall be deemed, for all purposes of this Indenture, to have made an Investment equal to the Designation Amount that constitutes a Restricted Payment pursuant to Section 4.08. The Company will not and will not cause or permit any Restricted Subsidiary to at any time: (a) provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however, that this Section 4.17 shall not be deemed to hold prevent Permitted Investments in Unrestricted Subsidiaries that are otherwise allowed under this Indenture, or (b) be directly or indirectly liable for any Equity Interest inIndebtedness of any Unrestricted Subsidiary. For purposes of the foregoing, or any Debt ofthe Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all present and future Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Credit PartyPerson that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary. As of the Issue Date, 20 Broadway Associates LLC, a wholly owned Subsidiary of the Company, is designated an Unrestricted Subsidiary. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this Indenture; and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Debt), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Debt) pursuant to paragraph (a) of Section 4.07. All Designations and Revocations must be evidenced by a Board Resolution of the Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions of this Section 4.17.

Unrestricted Subsidiaries. (a) The BorrowerBoard of Directors of the Company may designate after the Issue Date any of the Company’s Subsidiaries as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (2) (x) the Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation) pursuant to paragraph (a) will cause of Section 4.08 or as a Permitted Payment or Permitted Investment in an amount (the management, business and affairs “Designation Amount”) equal to the greater of (1) the net book value of the Borrower Company’s interest in such Subsidiary calculated in accordance with GAAP and each (2) the Fair Market Value of the Company’s interest in such Subsidiary as determined in good faith by the Company’s Board of Directors, or (y) the Designation Amount is less than $1,000; (3) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary; (4) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness; provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (5) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by obtained at the time from Persons who are not permitting Properties Affiliates of the Credit Parties Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to be commingled) so that each such Unrestricted Subsidiary will shall be treated as an entity separate and distinct from the Borrower and the deemed a Restricted Subsidiaries;Payment. (b) will cause each Unrestricted Subsidiary In the event of any such Designation, the Company shall be deemed, for all purposes of this Indenture, to have made an Investment equal to the Designation Amount that, as designated by the Company, constitutes a Restricted Payment pursuant to paragraph (ia) to refrain from maintaining its assets in such of Section 4.08 or a manner that would make it costly Permitted Payment or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities;Permitted Investment. (c) will not, The Company shall not and will shall not cause or permit any other Restricted Subsidiary to, incur, assumeto at any time: (1) provide credit support for, guarantee or be subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) or enter into or become a party to any agreement, contract, arrangement or understanding with any Unrestricted Subsidiary, the terms of which, together with the terms of all other agreements, contracts, arrangements and understandings with such Unrestricted Subsidiary, taken as a whole, in the good-faith judgment of the Board of Directors of the Company, are less favorable to the Company and the Restricted Subsidiaries than those that would be available in a comparable transaction in arm’s-length dealings with a party that is not an Affiliate of the Company; provided that this Section 4.15 shall not be deemed to prevent Permitted Investments, Restricted Payments or Permitted Payments in Unrestricted Subsidiaries that are otherwise allowed under this Indenture, or (2) be directly or indirectly liable for any Debt Indebtedness of any Unrestricted Subsidiary (other than by pledge of the Unrestricted Subsidiaries;Capital Stock thereof). (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale For purposes of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”)this Section 4.15, the terms of which would, upon the occurrence Designation of a default under any Debt Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary. (ie) result inThe Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if: (1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; (2) all Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, or permit the holder of any Relevant Debt to declare a default on if incurred at such Relevant Debt or (ii) cause the payment of any Relevant Debt time, have been permitted to be accelerated or payable before the fixed date on which the principal incurred for all purposes of such Relevant Debt is due and payablethis Indenture; and (e3) will unless such redesignated Subsidiary shall not permit have any Unrestricted Indebtedness outstanding (other than Indebtedness that would be Permitted Debt), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Debt) pursuant to hold any Equity Interest in, or any Debt of, any Credit PartySection 4.07. (f) All Designations and Revocations shall be evidenced by a Board Resolution of the Board of Directors of the Company delivered to the Trustee certifying compliance with the provisions of this Section 4.15.

Unrestricted Subsidiaries. (a) As of the Issue Date, Vital Energy Technology, LLC will be designated as an Unrestricted Subsidiary. The BorrowerCompany may designate after the Issue Date any of the Company’s Subsidiaries as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (1) no Payment Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Designation; (2) the Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation) pursuant to paragraph (a) will cause of Section 4.08 or as a Permitted Payment or Permitted Investment in an amount (the management, business and affairs “Designation Amount”) equal to the greater of (a) the net book value of the Borrower Company’s interest in such Subsidiary calculated in accordance with GAAP and each (b) the Fair Market Value of the Company’s interest in such Subsidiary, or (y) the Designation Amount is less than $1,000; (3) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary; (4) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness; provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (5) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by obtained at the time from Persons who are not permitting Properties Affiliates of the Credit Parties Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to be commingled) so that each such Unrestricted Subsidiary will shall be treated as an entity separate and distinct from the Borrower and the deemed a Restricted Subsidiaries;Payment or a Permitted Investment. (b) will cause each Unrestricted Subsidiary In the event of any such Designation, the Company shall be deemed, for all purposes of this Indenture, to have made an Investment equal to the Designation Amount that, as designated by the Company, constitutes a Restricted Payment pursuant to paragraph (ia) to refrain from maintaining its assets in such of Section 4.08 or a manner that would make it costly Permitted Payment or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities;Permitted Investment. (c) will notFor purposes of this Section 4.15, and will not permit any other Restricted the Designation of a Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries;. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary. (d) will not, The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if: (1) no Default or Event of Default shall have occurred and will not permit any Restricted be continuing at the time of and after giving effect to such Revocation; (2) all Indebtedness of such Unrestricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which outstanding immediately following such Revocation would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiaryif incurred at such time, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt have been permitted to be accelerated or payable before the fixed date on which the principal incurred for all purposes of such Relevant Debt is due and payablethis Indenture; and (3) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Debt), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Debt) pursuant to Section 4.07. (e) will not permit any Unrestricted Subsidiary All Designations and Revocations shall be evidenced by an Officer’s Certificate delivered by the Company to hold any Equity Interest in, or any Debt of, any Credit Partythe Trustee certifying compliance with the provisions of this Section 4.15.

Unrestricted Subsidiaries. The Borrower: Borrower may at any time after the Closing Date designate (aor redesignate) will cause the management, business and affairs of the Borrower and each Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each any subsidiary as an Unrestricted Subsidiary will be treated or remove an Unrestricted Subsidiary’s designation as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; such (b) will cause each Unrestricted Subsidiary a “Designation Removal”); provided that (i) immediately before and after any such designation, no Default or Event of Default exists (including after giving effect to refrain from maintaining its the reclassification of Investments in, Indebtedness of, and Liens on the assets of, the applicable Subsidiary or Unrestricted Subsidiary) and (ii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those any Subsidiary of the Borrower or hold any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will notIndebtedness of, and will not permit or any other Restricted Subsidiary toLien on, incur, assume, guarantee or be or become liable for any Debt property of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or its Subsidiaries. The designation of any Restricted subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Subsidiary attributable to the Borrower’s (or its applicable Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is a borrowerpermitted under Section 7.7). A Designation Removal shall constitute the making, issuer incurrence or guarantor (granting, as applicable, at the “Relevant Debt”)time of designation of any then-existing Investment, Indebtedness or Lien of such subsidiary, as applicable; provided that upon any Designation Removal, the terms of which would, upon Borrower shall be deemed to continue to have an Investment in the occurrence of a default under any Debt of resulting Subsidiary in an Unrestricted Subsidiary, amount (iif positive) result in, or permit equal to (a) the holder of any Relevant Debt to declare a default on Borrower’s “Investment” in such Relevant Debt or (ii) cause Subsidiary at the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal time of such Relevant Debt is due and payable; and re-designation, less (eb) will not permit any Unrestricted the portion of the fair market value of the net assets of such Subsidiary attributable to hold any Equity Interest in, or any Debt of, any Credit Partythe Borrower’s equity therein at the time of such re-designation.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of the Borrower and each Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those The Board of the Borrower Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as (1) such Subsidiary has no Indebtedness other than Non-Recourse Indebtedness, (2) no default with respect to any Indebtedness of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness of the Company or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt other Indebtedness or (ii) cause the payment of any Relevant Debt thereof to be accelerated or payable before prior to its stated maturity, (3) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate the fixed date provisions of Section 5(g), (4) neither the Company 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 from Persons who are not Affiliates of the Company, (5) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other equity interests in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results, and (6) such Unrestricted Subsidiary has at least one director on which its board of directors that is not a director or executive officer of the principal Company or any of such Relevant Debt its Restricted Subsidiaries and has at least one executive officer that is due and payable; andnot a director or executive officer of the Company or any of its Restricted Subsidiaries. Notwithstanding the foregoing, the Company may not designate any Subsidiary Guarantor (whether or not existing as of the Closing Date) as an Unrestricted Subsidary. (eii) will not permit The Board of the Company may designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (1) no Default or Event of Default has occurred and is continuing following such designation and (2) the Company could, at the time of making such designation and giving such pro forma effect as if such designation had been made at the beginning of the applicable four quarter period, incur at least $1.00 of additional Indebtedness pursuant to hold the Fixed Charge Coverage Ratio test set forth in clause (i) of Section 5(i) (treating any Equity Interest in, or any Debt of, any Credit PartyIndebtedness of such Unrestricted Subsidiary as the incurrence of Indebtedness by a Restricted Subsidiary).

Unrestricted Subsidiaries. (a) The BorrowerBoard of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) an Unrestricted Subsidiary so long as: (ai) will cause the management, business and affairs of the Borrower and each neither Baytex nor any Restricted Subsidiary to be conducted in is directly or indirectly liable for any Indebtedness of such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted SubsidiariesSubsidiary; (bii) will cause each Unrestricted no default with respect to any Indebtedness of such Subsidiary would permit (iupon notice, lapse of time or otherwise) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those any holder of the Borrower any other Indebtedness of Baytex or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt other Indebtedness or (ii) cause the payment of any Relevant Debt thereof to be accelerated or payable before prior to its stated Maturity; (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate the fixed date on which provisions of Section 5.9; (iv) neither Baytex 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 principal time from Persons who are not Affiliates of such Relevant Debt is due and payableBaytex; and (ev) will not permit neither Baytex nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other equity interest in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results. (b) Baytex may designate any Unrestricted Subsidiary as a Restricted Subsidiary, provided that: (i) no Default or Event of Default has occurred and is continuing following such designation; (ii) Baytex could incur at least $1.00 of additional Indebtedness (except for Permitted Indebtedness) pursuant to hold the first paragraph of Section 5.8 (treating any Equity Interest inIndebtedness of such Unrestricted Subsidiary as the incurrence of Indebtedness by a Restricted Subsidiary); and (iii) such designation is evidenced by a Board Resolution, or any Debt ofwhich is filed with the Indenture Trustee, any Credit Partytogether with an Officers' Certificate certifying that such designation complied with the provisions of this subsection (b).

Unrestricted Subsidiaries. The Borrower: (a) will cause The Borrower may at any time designate, by a certificate executed by a Responsible Officer of the managementBorrower, business any Restricted Subsidiary as an Unrestricted Subsidiary; provided that (i) immediately before and affairs after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.11 immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01(a) or (b) and each (iii) at all times after giving effect to such designation, (A) such Unrestricted Subsidiary shall have no Indebtedness other than Non-Recourse Debt, other than as contemplated by Section 7.02(d)(iii), (B) neither the Borrower nor any Restricted Subsidiary to be conducted in will have any direct or indirect obligation for any obligation or liability of such a manner Unrestricted Subsidiary, other than as contemplated by Section 7.02(d)(iii) and (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of C) neither the Credit Parties to be commingled) so that each Unrestricted Borrower nor any Restricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will required to maintain or preserve such Unrestricted Subsidiary’s financial condition or cause each such Unrestricted Subsidiary to achieve any specified level of operating results, (iiv) to refrain from maintaining its assets such Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (iiv) to observe all corporate formalities; (c) will not, and will not permit any other no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary to, incur, assume, guarantee or be or become liable Subsidiary” for any Debt the purpose of any Indebtedness of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or its Restricted Subsidiaries. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the relevant Restricted Subsidiary is a borrower, issuer or guarantor (as applicable) therein at the “Relevant Debt”), date of designation in an amount equal to the terms fair market value of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on all such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; andPerson’s outstanding Investment therein. (ea) will not permit The Borrower may at any time designate any Unrestricted Subsidiary to hold be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any Equity Interest inoutstanding Indebtedness of such Unrestricted Subsidiary and an incurrence of Liens by a Restricted Subsidiary on the property of such Unrestricted Subsidiary then subject to any Liens, and such designation will only be permitted if (i) such Indebtedness is permitted under Section 7.02 and such Liens are permitted under Section 7.01, (ii) no Default or any Debt ofEvent of Default would be in existence immediately following such designation, any Credit Party(iii) all representations and warranties herein will be true and correct in all material respects as if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iv) the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.11 immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01(a) or (b) and (v) such Subsidiary becomes a Loan Party to the extent required by Section 6.12.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs The Board of Directors or other applicable governing body of the Borrower and each may at any time designate any Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each as an Unrestricted Subsidiary will be treated or designate any Unrestricted Subsidiary as an entity separate and distinct a Restricted Subsidiary, upon receipt by the Administrative Agent of written notice from the Borrower that from and after such notice such subsidiary shall be or cease to be an Unrestricted Subsidiary, as applicable; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Special Purpose Receivables Subsidiary, immediately after giving effect to such designation, on a Pro Forma Basis, the Borrower shall be in compliance with Sections 6.10 and 6.11, and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate notifying the Administrative Agent of any such designation and also setting forth in reasonable detail the calculations demonstrating compliance with the such covenants. The designation of any Restricted Subsidiaries;Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 6.01 by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time. (b) will The Borrower shall cause each Unrestricted Subsidiary to: (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets maintain entity records and books of account separate from those of the Borrower or any and its Restricted Subsidiary and Subsidiaries, (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee commingle its funds or be or become liable for any Debt assets with those of any of the Unrestricted Subsidiaries; Borrower and its Restricted Subsidiaries and (diii) provide that its board of directors or other analogous governing body will nothold all appropriate meetings to authorize and approve such entity’s actions, and which meetings will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale be separate from those of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any and its Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit PartySubsidiaries.

Unrestricted Subsidiaries. The Following the Closing Date and subject to the restrictions and limitations of this Agreement, if a Borrower: , or a Subsidiary or an Unrestricted Subsidiary of a Borrower, is permitted to create, purchase or otherwise acquire an entity that would otherwise qualify as a Subsidiary of the Borrowers, the Borrowers shall be permitted to designate such Subsidiary as an Unrestricted Subsidiary by providing the Administrative Agent with written notice 10 Business Days prior to such designation; provided that notwithstanding anything in this Agreement to the contrary, (a) will cause the management, business and affairs no Subsidiary of the Borrower and each Restricted Subsidiary to be conducted Borrowers in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties existence as of the Credit Parties to Closing Date shall be commingled) so that each designated as an Unrestricted Subsidiary will be treated as an entity separate and distinct from without the Borrower prior written consent of the Administrative Agent and the Restricted Subsidiaries; Required Lenders acting in their sole and absolute discretion, (b) will cause each with respect to any Person acquired in connection with a Permitted Acquisition, such Person shall not be designated as an Unrestricted Subsidiary if such Permitted Acquisition was funded with the proceeds of any Credit Extension and such proceeds have not been repaid in full (iother than with proceeds of additional Credit Extensions) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those within 365 days of the Borrower or any Restricted Subsidiary consummation of such Permitted Acquisition, and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of Person that Guarantees the obligations under any of the Unrestricted Subsidiaries; (d) will not, and will CPILP Notes on or after the Closing Date shall not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant be permitted to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of be designated as an Unrestricted Subsidiary, (i) result in, or permit and shall Guarantee the holder Obligations in favor of any Relevant Debt to declare a default the Administrative Agent for the benefit of the Secured Parties on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due substantially similar terms and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Partyconditions.

Unrestricted Subsidiaries. The Borrower: (a) will cause To the managementextent agreed upon in writing by the Administrative Agent and the Required Lenders and subject to terms and conditions satisfactory to the Required Lenders, business and affairs of the Borrower and each may designate any Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of Holdings acquired or formed after the Credit Parties to be commingled) so that each Closing Date as an Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that, (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) immediately before and after giving effect to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregatedesignation, ascertain or identify as its individual assets from those of the Borrower shall be in compliance on a pro forma basis with the covenants set forth in Section 7.1, recomputed for the most recent Reference Period for which financial statements have been delivered (or are required to have been delivered), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or other similar term) under any Subordinated Indebtedness or any other material Indebtedness, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Loan Party or directly or indirectly owns any stock of, or holds a Lien on, any property of, Borrower, any Loan Party or any Restricted Subsidiary and (ii) that is not a Subsidiary to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of so designated as an Unrestricted Subsidiary, (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary owns (and no Loan Party or Restricted Subsidiary may transfer to any Unrestricted Subsidiary) any Intellectual Property of the Loan Parties, (vi) Borrower shall deliver to Administrative Agent at least five (5) Business Days prior to such designation a certificate of a Responsible Officer of Borrower, demonstrating compliance with the foregoing clauses (i) result inthrough (v) of this Section 6.14 and, or permit if applicable, certifying that such Subsidiary meets the holder requirements of an “Unrestricted Subsidiary” and (vii) at least ten (10) days prior to the designation of any Relevant Debt Unrestricted Subsidiary as a Restricted Subsidiary, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act, with respect to declare such Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Loan Parties therein at the date of designation, in an amount equal to the fair market value of the applicable Loan Parties’ Investment in such Subsidiary; provided, that, upon a default on designation of such Relevant Debt Unrestricted Subsidiary as a Restricted Subsidiary (including by means of a transfer of assets of an Unrestricted Subsidiary to a Restricted Subsidiary or a combination of an Unrestricted Subsidiary with a Restricted Subsidiary in which the Restricted Subsidiary survives), the Loan Parties shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of the Investments of the Loan Parties and their Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such designation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the fair market value of Investments of the Loan Parties and their Restricted Subsidiaries made in connection with the designation of such Restricted Subsidiary as an Unrestricted Subsidiary minus (ii) cause the payment portion (proportionate to the Loan Parties’ and their Subsidiaries’ Capital Stock in such resulting Restricted Subsidiary) of any Relevant Debt to be accelerated or payable before the fixed date on which fair market value of the principal net assets of such Relevant Debt is due and payable; and Restricted Subsidiary at the time of such redesignation, combination or transfer (e) will not permit or of the assets transferred or conveyed, as applicable). The designation of any Unrestricted Subsidiary to hold as a Restricted Subsidiary shall constitute the incurrence or making, as applicable, at the time of designation of any Equity Interest inInvestments, Indebtedness or any Debt of, any Credit PartyLiens of such Subsidiary existing at such time. An Unrestricted Subsidiary that has subsequently been designated as a Restricted Subsidiary may not be redesignated as an Unrestricted Subsidiary.

Unrestricted Subsidiaries. (a) The BorrowerLoan Parties shall not permit any Unrestricted Subsidiary to: (ai) will cause the managementincur, business and affairs of the Borrower and each Restricted Subsidiary create, assume, suffer to be conducted exist, or in such a any manner (includingbecome liable in respect of, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiariesany Debt for borrowed money; (bii) will cause each grant, convey, create or impose any Lien on such Unrestricted Subsidiary Subsidiary’s Property; (iiii) to refrain from maintaining its assets in such a manner that would make it costly own, directly or difficult to segregateindirectly, ascertain or identify as its individual assets from those any Equity Interests of the Borrower any Loan Party or any Restricted Subsidiary, and no Subsidiary and (ii) to observe all corporate formalitiesmay be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Debt of any Loan Party or any Restricted Subsidiary; (civ) will notmake any Asset Disposition; provided, and will not permit however, that an Unrestricted Subsidiary shall be permitted to make an Asset Disposition so long as the Net Proceeds thereof are distributed to the Loan Parties or reinvested in the business of such Unrestricted Subsidiary, in each case, within 180 days of such Asset Disposition; (v) merge, dissolve, liquidate or consolidate with or into any other Restricted Person; provided that, so long as no Default or Event of Default exists or would result therefrom, any Unrestricted Subsidiary tomay merge with any Loan Party, so long as the Loan Party shall be the continuing or surviving Person; or (vi) create, incur, assume, guarantee or be permit to exist any contract, agreement or become liable for understanding which in any Debt way prohibits or restricts such Unrestricted Subsidiary from the declaration or making of any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of such Unrestricted Subsidiary to any Loan Party or which requires the Unrestricted Subsidiaries;consent of or notice to other Persons in connection therewith. (db) will not, The Loan Parties and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, Subsidiaries (i) result in, shall not guarantee or permit the holder otherwise incur any direct or indirect obligation for any obligation or liability of any Relevant Debt to declare a default on such Relevant Debt or Unrestricted Subsidiary other than the Permitted Regulated Subsidiary Guarantees, and (ii) shall not undertake to maintain or preserve any Unrestricted Subsidiary’s financial condition or cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold achieve any Equity Interest in, or any Debt of, any Credit Partyspecified level of operating results.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of the each of Borrower and each Restricted Subsidiary its Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing maintaining separate financial statements policies of Unrestricted Subsidiaries to creditors and potential creditors thereof insurance and by not permitting Properties of the Credit Parties Borrower and its respective Subsidiaries to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; Subsidiaries (b) will cause each Unrestricted Subsidiary except (i) with respect to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those the treatment for tax purposes of the Borrower or any Restricted Subsidiary holding any interest in an Unrestricted Subsidiary that is regarded as a partnership and (ii) to observe all corporate formalitiesfor the common management/directorship between the Borrower and any Unrestricted Subsidiary); (cb) will not, and will not permit any other of the Restricted Subsidiary Subsidiaries to, incur, assume, guarantee assume or suffer to exist Guaranty Obligations or be or become liable for any Debt Indebtedness of any of Unrestricted Subsidiary; (c) will not permit any Unrestricted Subsidiary to hold any equity interest in, or any Indebtedness of, the Unrestricted SubsidiariesBorrower or any Restricted Subsidiary; (d) will not, and will not permit any Restricted Unrestricted Subsidiary to, permit to have any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Indebtedness other than Non-Recourse Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and; (e) will not permit any Unrestricted Subsidiary to hold be a party to any Equity Interest inagreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary of the Borrower unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Borrower; (f) will not, nor will it permit any of its Restricted Subsidiaries to, have any direct or indirect obligation (i) to subscribe for additional equity interests of such Person or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (g) will not permit any Unrestricted Subsidiary to Guarantee or otherwise directly or indirectly provide credit support for, or xxxxx x Xxxx on any Debt ofof its property to secure, any Credit PartyIndebtedness of the Borrower or any of its Restricted Subsidiaries.

Unrestricted Subsidiaries. The Borrower: (a) Unless designated as an Unrestricted Subsidiary in accordance with Section 8.17(b), any Person that becomes a Domestic Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (b) The Borrower may designate by written notification thereof to the Administrative Agent, any Person that would otherwise be a Restricted Subsidiary of the Borrower, including a newly formed or newly acquired Person that would otherwise be a Subsidiary of the Borrower, as an Unrestricted Subsidiary if (i) prior, and after giving effect, to such designation, neither a Default nor a Borrowing Base Deficiency would exist, (ii) such Person does not own or operate any Oil and Gas Properties included in the most recently delivered Reserve Report for which a Borrowing Base has been established, other than Oil and Gas Properties permitted to be sold or otherwise transferred pursuant to Section 9.10 (which shall count as a Transfer thereunder), (iii) such Person is not a guarantor or the primary obligor with respect to any Debt permitted under Section 9.02(f) unless such Person will be released contemporaneously with such designation, (iv) such Person is not a party to any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary unless the terms of such agreement, contract, arrangement or understanding are permitted by Section 9.11, (v) such designation is deemed to be an Investment in an Unrestricted Subsidiary and such Investment would be permitted to be made under Section 9.05(k) and (vi) the Administrative Agent shall have received a certificate of a Responsible Officer certifying that such designation complies with the requirements of this Section 8.17(b). For purposes of the foregoing, the designation of a Person as an Unrestricted Subsidiary shall be deemed to be the designation of all present and future subsidiaries of such Person as Unrestricted Subsidiaries. Except as provided in this Section 8.17(b), no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. For the avoidance of doubt, the Borrower may designate any Subsidiary that directly owns Qualified Midstream Assets as an Unrestricted Subsidiary in accordance with the requirements of this Section 8.17(b). (c) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if after giving effect to such designation, (i) the representations and warranties of the Credit Parties contained in each of the Loan Documents are true and correct in all material respects on and as of such date as if made on and as of the date of such designation (or, if stated to have been made expressly as of an earlier date, were true and correct in all material respects as of such date), (ii) no Default would exist and (iii) the Borrower complies with the requirements of Section 8.14, Section 8.18 and Section 9.11. (d) The Borrower will cause the management, business and affairs of the Borrower and each Restricted Subsidiary Credit Party to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted SubsidiariesCredit Parties; (be) The Borrower will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary other Credit Party and (ii) to observe all corporate formalities; (cf) The Borrower will not, and will not permit any other Restricted Subsidiary Credit Party to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted SubsidiariesSubsidiaries except to the extent permitted by this Agreement; (dg) The Borrower will not, and will not permit any Restricted Subsidiary other Credit Party to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary Credit Party is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (eh) The Borrower will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Party.

Unrestricted Subsidiaries. The Borrower: (a) will The Issuer may designate any Restricted Subsidiary as an Unrestricted Subsidiary and, subject to Section 6.17(c), any Unrestricted Subsidiary as a Restricted Subsidiary upon delivery to the Agent of written notice from the Issuer; provided that (i) such Restricted Subsidiary has, after giving effect to such designation as an Unrestricted Subsidiary and any releases or terminations executed in connection therewith, no Indebtedness other than Indebtedness that is Non-Recourse Debt, (ii) such Restricted Subsidiary is a Person which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause the managementsuch Person to achieve any specified levels of operating results, business and affairs (iii) such Restricted Subsidiary does not guarantee or otherwise directly provides credit support for any Indebtedness of the Borrower and each Issuer or any of its Restricted Subsidiaries, except to the extent such guarantee or other credit support would be released or terminated upon such designation, (iv) such Restricted Subsidiary is concurrently designated as an Unrestricted Subsidiary under and in accordance with the First Lien Credit Agreement, (v) such Restricted Subsidiary has not been previously designated as an Unrestricted Subsidiary and (vi) immediately before and after such designation, (A) no Default or Event of Default shall have occurred and be continuing, (B) the Issuer shall be in pro forma compliance with Section 7.1 and (C) the representations and warranties of the Issuer and the Guarantors set forth in this Agreement and in the other Note Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designation, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be conducted true and correct in all material respects (unless already qualified by materiality in which case such a manner (including, without limitation, by keeping separate books applicable representation and warranty shall be true and correct) as of account, furnishing separate financial statements such specified earlier date. All Subsidiaries of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each an Unrestricted Subsidiary will shall also be treated as an entity separate and distinct from the Borrower and the Restricted Unrestricted Subsidiaries;. (b) will cause each The designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any Disposition of Property to an Unrestricted Subsidiary shall constitute (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify an Investment under Section 7.5 as its individual assets from those of the Borrower date of designation or any Restricted Subsidiary Disposition, as applicable, in an amount equal to the Fair Market Value of the Issuer’s investment therein and (ii) to observe all corporate formalities;a Disposition as of the date of designation or Disposition for purposes of any determination of EBITDA. (c) will notThe Issuer may designate any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery of written notice to the Agent; provided that such designation (i) shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 7.5 to the extent that such Investment was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary at the date of designation in an amount equal to the Fair Market Value of the Issuer’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 7.2 and Section 7.3, as applicable, and will not permit any other (iii) shall require the Issuer to be in compliance with Section 7.1 immediately before such designation and in pro forma compliance immediately after such designation. Any designation of a Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of Issuer as an Unrestricted Subsidiary, (i) result in, or permit the holder any designation of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary as a Restricted Subsidiary and any Disposition to hold any Equity Interest inan Unrestricted Subsidiary will require the Issuer to provide the Agent a certificate signed by a Responsible Officer of the Issuer certifying that such designation complied with the preceding conditions in Section 6.17(b) or Section 6.17(c), or any Debt of, any Credit Partyas applicable.

Unrestricted Subsidiaries. The Borrower: JM may from time to time deliver to the ------------------------- Agent a notice of a Responsible Officer of JM, in substantially the form of Exhibit I, designating one or more of its Subsidiaries (a) will cause the management, business and affairs of other than the Borrower and each Restricted or JMII) as Unrestricted Subsidiaries; provided that no Subsidiary to shall be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each -------- designated as an Unrestricted Subsidiary will if, upon giving effect to such designation, JM would not be treated as in compliance with subsection 8.4(d) or an entity separate Event of Default then exists or would otherwise result therefrom. JM shall not, and distinct from shall not permit its Subsidiaries, to enter into any contract, agreement, financing or other arrangement that would provide the Borrower and the Restricted Subsidiaries; (b) will cause each creditors of any Unrestricted Subsidiary (iincluding Persons with contingent claims against any Unrestricted Subsidiary) with any recourse to refrain or against JM or any of its Subsidiaries or any of their respective assets or revenues. Any such certificate of a Responsible Officer designating any Unrestricted Subsidiaries shall certify to the Agent and the Banks that no Event of Default then exists or would result from maintaining such designation and that JM and its assets in such a manner Subsidiaries are not parties to any contract or agreement that would make it costly provide any creditors of such Unrestricted Subsidiary with recourse to or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower against JM or any Restricted of its Subsidiaries and that no such creditor of such Unrestricted' Subsidiary and (ii) would have recourse to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be against JM or become liable for any Debt of any of the its Subsidiaries as a matter of law. Any Person designated as an Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for in a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence notice of a default under any Debt Responsible Officer of JM as provided in this Section 8.15 shall become an Unrestricted Subsidiary, (i) result in, or permit Subsidiary on the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause tenth Business Day after the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal Agent's receipt of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Partynotice.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs The Company may designate a subsidiary (including a newly formed or newly acquired subsidiary) of the Borrower Company or any of its Subsidiaries as an Unrestricted Subsidiary; provided that (i) immediately after giving effect to the transaction, the Company could incur $1.00 of additional Indebtedness pursuant to the first sentence of Section 4.03(a) and each Restricted Subsidiary to be conducted in (ii) such a manner (including, without limitation, by keeping separate books designation is at the time permitted under Section 4.05. Notwithstanding any provisions of account, furnishing separate financial statements this covenant all subsidiaries of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each an Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Unrestricted Subsidiaries;. (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) The Company will not, and will not permit any other Restricted Subsidiary of its Subsidiaries to, incur, assume, guarantee take any action or be enter into any transaction or become liable for any Debt series of any transactions that would result in a Person (other than a subsidiary having no outstanding Indebtedness (other than Indebtedness to the Company or a Subsidiary) at the date of the Unrestricted Subsidiaries; determination) becoming a Subsidiary (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or whether through an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”)acquisition, the terms of which would, upon the occurrence of a default under any Debt redesignation of an Unrestricted SubsidiarySubsidiary or otherwise) unless, after giving effect to such action, transaction or series of transactions on a pro forma basis, (i) result in, or permit the holder Company could incur at least $1.00 of any Relevant Debt additional Indebtedness pursuant to declare a default on such Relevant Debt or the first sentence of Section 4.03(a) and (ii) cause the payment no Default or Event of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; andDefault would occur. (ec) will not permit any Subject to Sections 4.12(a) and (b), an Unrestricted Subsidiary may be redesignated as a Subsidiary. The designation of a subsidiary as an Unrestricted Subsidiary or the designation of an Unrestricted Subsidiary as a Subsidiary in compliance with this Section 4.12 shall be made by the Board of Directors pursuant to hold a Board Resolution delivered to the Trustee and shall be effective as of the date specified in such Board Resolution, which shall not be prior to the date such Board Resolution is delivered to the Trustee. Any Unrestricted Subsidiary shall become a Subsidiary if it incurs any Equity Interest inIndebtedness other than Non-Recourse Indebtedness. If at any time Indebtedness of an Unrestricted Subsidiary which was Non-Recourse Indebtedness no longer so qualifies, or any Debt of, any Credit Partysuch Indebtedness shall be deemed to have been incurred when such Non-Recourse Indebtedness becomes Indebtedness.

Unrestricted Subsidiaries. The BorrowerSo long as no Default or Event of Default has occurred and is continuing, and immediately after giving effect to such designation on a pro forma basis, no Default or Event of Default would result therefrom, the Company or any wholly-owned Subsidiary of the Company may designate one or more Subsidiaries as Unrestricted Subsidiaries (each such Subsidiary, and each of its Subsidiaries, an “Unrestricted Subsidiary”), which Unrestricted Subsidiaries shall be subject to the following: (a) will cause the management, business and affairs No Unrestricted Subsidiary shall be deemed to be a “Restricted Person” or a “Subsidiary” of the Borrower Company for purposes of this Agreement or any other Loan Document, and each Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each no Unrestricted Subsidiary will shall be treated subject to or included within the scope of any provision herein or in any other Loan Document, including without limitation any representation, warranty, covenant or Event of Default herein or in any other Loan Document, except as an entity separate and distinct from the Borrower and the Restricted Subsidiaries;set forth in this Section 7.09. (b) will cause each No Restricted Person shall guarantee or otherwise become liable in respect of any Indebtedness of, grant any Lien on any of its property (other than its Equity Interests in an Unrestricted Subsidiary (iSubsidiary) to refrain from maintaining its assets secure any Indebtedness of or other obligation of, or provide any other form of credit support to, any Unrestricted Subsidiary, and no Restricted Person shall enter into any contract or agreement with any Unrestricted Subsidiary, except on terms no less favorable to such Restricted Person, as applicable, than could be obtained in a comparable arm’s length transaction with a non-Affiliate of such a manner Restricted Person; provided, Restricted Persons may guarantee trade accounts payable of Unrestricted Subsidiaries that would make it costly or difficult arise in the ordinary course of business in an amount not to segregate, ascertain or identify as its individual assets from those exceed five percent (5%) of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities;Company’s Consolidated Net Tangible Assets. (c) will notThe Company shall at all times maintain, as between Restricted Persons and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries;, the separate existence of each Unrestricted Subsidiary. (d) will notRestricted Persons shall notify each Lender Party, and will not permit later than five (5) Business Days after any executive officer of Restricted Persons has knowledge of, any claim, including any claim under any Environmental Law, or any notice of potential liability under any Environmental Law, asserted against any Unrestricted Subsidiary toor with respect to any Unrestricted Subsidiary’s properties that would reasonably be expected to result in a Material Adverse Effect, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments stating that such notice is being given pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit this Section 7.09. The Company may designate any Unrestricted Subsidiary to hold any Equity Interest inbecome a Restricted Person if a Default or Event of Default is not continuing, such designation would not, immediately after giving effect thereto, result in a Default or any Debt ofan Event of Default, any Credit Partyand immediately thereafter such Subsidiary has no outstanding Indebtedness other than Indebtedness permitted by Section 7.02. Immediately thereafter, Company shall promptly notify Administrative Agent of such designation and provide to it an officer’s certificate that such designation was made in compliance with this Section 7.09.

Unrestricted Subsidiaries. The Borrower: (a) Unless designated as an Unrestricted Subsidiary in accordance with Section 8.17(b), any Person that becomes a Domestic Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (b) The Borrower may designate by written notification thereof to the Administrative Agent, any Person that would otherwise be a Restricted Subsidiary of the Borrower, including a newly formed or newly acquired Person that would otherwise be a Restricted Subsidiary of the Borrower, as an Unrestricted Subsidiary if (i) prior, and after giving effect, to such designation, neither a Default nor a Borrowing Base Deficiency would exist, (ii) such Person does not own or operate any Oil and Gas Properties included in the most recently delivered Reserve Report for which a Borrowing Base has been established, other than Oil and Gas Properties permitted to be sold or otherwise transferred pursuant to Section 9.10 (which shall count as a Transfer thereunder), (iii) such Person is not a guarantor or the primary obligor with respect to any Permitted Additional Debt, Permitted Pari Term Loan Debt or any Permitted Refinancing thereof unless such Person will be released contemporaneously with such designation, (iv) such Person is not a party to any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary unless the terms of such agreement, contract, arrangement or understanding are permitted by Section 9.11, (v) such designation is deemed to be an Investment in an Unrestricted Subsidiary and such Investment would be permitted to be made under Section 9.05(k) and (vi) the Administrative Agent shall have received a certificate of a Responsible Officer certifying that such designation complies with the requirements of this Section 8.17(b). For purposes of the foregoing, the designation of a Person as an Unrestricted Subsidiary shall be deemed to be the designation of all present and future subsidiaries of such Person as Unrestricted Subsidiaries. Except as provided in this Section 8.17(b), no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. For the avoidance of doubt, the Borrower may designate any Subsidiary that directly owns Qualified Midstream Assets as an Unrestricted Subsidiary in accordance with the requirements of this Section 8.17(b). (c) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if after giving effect to such designation, (i) the representations and warranties of the Credit Parties contained in each of the Loan Documents are true and correct in all material respects on and as of such date as if made on and as of the date of such designation (or, if stated to have been made expressly as of an earlier date, were true and correct in all material respects as of such date), (ii) no Default would exist and (iii) the Borrower complies with the requirements of Section 8.14, Section 8.18 and Section 9.11. (d) The Borrower will cause the management, business and affairs of the Borrower and each Restricted Subsidiary Credit Party to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted SubsidiariesCredit Parties; (be) The Borrower will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary other Credit Party and (ii) to observe all corporate formalities; (cf) The Borrower will not, and will not permit any other Restricted Subsidiary Credit Party to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted SubsidiariesSubsidiaries except to the extent permitted by this Agreement; (dg) The Borrower will not, and will not permit any Restricted Subsidiary other Credit Party to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary Credit Party is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (eh) The Borrower will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Party.

Unrestricted Subsidiaries. The Borrower: (a) will cause For any period for which the managementUnrestricted Subsidiaries, business and affairs taken together, are reasonably anticipated to have had revenues or total assets in an amount that is equal to or greater than 5.0% of the consolidated revenues or total assets, as applicable, of the Borrower and its Restricted Subsidiaries, simultaneously with the delivery of each Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books set of account, furnishing separate consolidated financial statements referred to in Sections 9.1(a) and 9.1(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties (if any) (which may be in footnote form only) from such consolidated financial statements. Documents required to be commingleddelivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(g)(i) may be delivered electronically and if so that each Unrestricted Subsidiary will delivered, shall be treated as an entity separate and distinct from deemed to have been delivered on the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary date (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to on which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result inposts such documents, or permit provides a link thereto on the holder of any Relevant Debt to declare a default Borrower’s website on such Relevant Debt the Internet at the website address listed in Schedule 13.2; or (ii) cause on which such documents are transmitted by electronic mail to the payment Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any Relevant such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the Letter of Credit Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that wish to receive only information that (i) is publicly available or (ii) is not material with respect to Borrower and its Subsidiaries or its or their respective securities for purposes of United States federal and state securities laws (collectively, the “Public Side Information”) and who may be engaged in investment and other market related activities with respect to the Borrower, its Subsidiaries or its or their respective securities (each, a “Public Lender”). Before distribution of any Borrower Materials to Lenders, the Borrower agrees to identify that portion of the Borrower Materials that may be distributed to the Public Lenders as “Public Side Information,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof (it being understood that if the Borrower is unable to reasonably determine if any such information is or is not Public Side Information the Borrower shall not be obligated to mark such information as “PUBLIC”). By marking Borrower Materials as “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the Letter of Credit Issuers and the Lenders to treat such Borrower Materials as containing only Public Side Information. All Borrower Materials marked “PUBLIC” are permitted to be accelerated or payable before made available through a portion of the fixed date Platform designated “Public Side Information.” The Administrative Agent and the Joint Lead Arrangers shall treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting, and shall only post such Borrower Materials, on which a portion of the principal of such Relevant Debt is due and payable; and (e) will Platform not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Partydesignated “Public Side Information”.

Unrestricted Subsidiaries. The BorrowerPermit any Unrestricted Subsidiary to: (ai) will cause the management, engage in any material line of business and affairs substantially different from those lines of business conducted by the Borrower and each Restricted Subsidiary to be conducted in such a manner its Subsidiaries on the date hereof or any business reasonably related or ancillary thereto (including, without limitation, by keeping separate books the development of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiariesreal property); (bii) will cause each enter into any agreement evidencing Indebtedness for borrowed money in an amount equal to or greater than the Threshold Amount other than (A) in the case of OpCo and its Subsidiaries, the OpCo Credit Agreement and agreements evidencing Indebtedness permitted thereunder, (B) in the case of LandCo and its Subsidiaries, the LandCo Credit Agreement and agreements evidencing Indebtedness permitted thereunder, (C) in the case of the GVR Entities, the GVR Credit Agreement and agreements evidencing Indebtedness permitted thereunder, or (D) on terms no less favorable than prevailing market terms for similar transactions; (iii) enter into any transaction of any kind with an Affiliate other than (A) in the case of OpCo and its Subsidiaries, to the extent permitted under Section 7.08 of the OpCo Credit Agreement as in effect on the Closing Date, (B) in the case of LandCo and its Subsidiaries, to the extent permitted under Section 6.6 of the LandCo Credit Agreement as in effect on the Closing Date, (C) in the case of the GVR Entities, to the extent permitted under Section 7.08 of the GVR Credit Agreement as in effect on the GVR Acquisition Consummation Date, or (D) in the case of any other Unrestricted Subsidiary, transactions of the type contemplated by Section 7.08 or otherwise on terms substantially as favorable to such Unrestricted Subsidiary as would be obtainable by such Unrestricted Subsidiary at the time in a comparable arm’s-length transaction with a Person not constituting an Affiliate of any Loan Party or any Subsidiary thereof; (iv) without the consent of the Administrative Agent, enter into any contractual arrangement that includes a “key-man” or “change of control” provision (or comparable provision) other than (A) any “change of control” provision (or similar provision) included in any agreement governing Indebtedness or certificate of designation governing preferred Equity Interests that are held by Persons not constituting Affiliates of any Loan Party or any Subsidiary thereof or (B) any other agreement with a Person not constituting an Affiliate of any Loan Party or any Subsidiary thereof on arm’s-length terms; or (v) enter into any management agreement or similar agreement (or amendment of any such agreement) after the Closing Date that, together with any other agreements related thereto, provides for compensation or other consideration to the applicable manager or any Affiliate thereof in excess of the compensation or other consideration that it would have received if such management agreement and related agreements provided fee compensation and consideration to such manager and its Affiliates on the basis of the “sum of 2.0% of the management opportunity gross revenues plus 5.0% of EBITDA” compensation structure set forth in the Management Agreement unless any such excess shall be paid over by such manager and its Affiliates to the Borrower promptly upon receipt thereof; provided, that (i) in the event the management agreement to refrain from maintaining which OpCo is a party shall be terminated after the occurrence and during the continuance of an Event of Default under (and as defined in) the OpCo Credit Agreement, OpCo and its assets in such Subsidiaries may enter into a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary replacement management agreement and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of in the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit event the management agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary GVR is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon party shall be terminated after the occurrence of a default under any Debt and during the continuance of an Unrestricted SubsidiaryEvent of Default under (and as defined in) the GVR Credit Agreement, (i) result in, or permit the holder of any Relevant Debt to declare GVR may enter into a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Partyreplacement management agreement.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of the each of Borrower and each Restricted Subsidiary its Subsidiaries to be conducted in such a manner (including, without limitation, including by keeping separate books of account, furnishing maintaining separate financial statements policies of Unrestricted Subsidiaries to creditors and potential creditors thereof insurance and by not permitting Properties of the Credit Parties Borrower and its respective Subsidiaries to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; Subsidiaries (b) will cause each Unrestricted Subsidiary except (i) with respect to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those the treatment for tax purposes of the Borrower or any Restricted Subsidiary holding any interest in an Unrestricted Subsidiary that is regarded as a partnership and (ii) to observe all corporate formalitiesfor the common management/directorship between the Borrower and any Unrestricted Subsidiary); (cb) will not, and will not permit any other of the Restricted Subsidiary Subsidiaries to, incur, assumeassume or suffer to exist any Guarantee by Borrower or such Restricted Subsidiary of, guarantee or be or become liable for any Debt Indebtedness of any of the Unrestricted SubsidiariesSubsidiary; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (ec) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt Indebtedness of, the Borrower or any Credit PartyRestricted Subsidiary; (d) will not permit any Unrestricted Subsidiary to have any Indebtedness other than Non-Recourse Debt; (e) will not permit any Unrestricted Subsidiary to be a party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary of the Borrower unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Borrower; (f) will not, nor will it permit any of its Restricted Subsidiaries to, have any direct or indirect obligation (i) to subscribe for additional Equity Interests of such Person or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (g) will not permit any Unrestricted Subsidiary to Guarantee or otherwise directly or indirectly provide credit support for any Indebtedness of the Borrower or any of its Restricted Subsidiaries.

Unrestricted Subsidiaries. (a) The BorrowerBoard of Directors of the Company may after the Issue Date designate any Subsidiary as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (ai) will cause no Default or Event of Default shall have occurred and be continuing at the management, business and affairs time of or after giving effect to such Designation; (ii) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Borrower and each Company which is not simultaneously being designated an Unrestricted Subsidiary; (iii) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (iv) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by obtained at the time from Persons who are not permitting Properties Affiliates of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries;Company. (b) The Company will not and will not cause each or permit any Restricted Subsidiary to at any time: (i) provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); or (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary, (other than, with respect to clauses (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii), any such Indebtedness (1) outstanding on the date hereof or (2) incurred to observe finance property and improvements constituting the Company’s corporate headquarters or other principal place of business). For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all corporate formalities;present and future Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary. As of the Issue Date, 20 Broadway Associates LLC, The Mineral Resources Company II, LLC and SFPG, LLC, wholly owned Subsidiaries of the Company, are designated as Unrestricted Subsidiaries. (c) will notThe Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if: (i) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, and will not permit any other Restricted Subsidiary toif incurred at such time, incur, assume, guarantee or have been permitted to be or become liable incurred for any Debt all purposes of any of the Unrestricted Subsidiaries;this Indenture. (d) will not, All Designations and will not permit any Restricted Subsidiary to, permit any credit agreement for Revocations must be evidenced by a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for Board Resolution of the sale Board of promissory notes or Directors of the Company delivered to the Trustee in an indenture governing capital markets debt instruments pursuant to which Officers’ Certificate certifying compliance with the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms foregoing provisions of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Partythis Section 4.10.

Unrestricted Subsidiaries. The BorrowerSo long as no Default or Event of Default has occurred and is continuing, and after giving effect to such designation on a pro forma basis, no Default or Event of Default would result therefrom, the Borrower or any wholly-owned Subsidiary of the Borrower may designate one or more Subsidiaries as unrestricted Subsidiaries (each such Subsidiary, and each of its Subsidiaries, an “Unrestricted Subsidiary”), which Unrestricted Subsidiaries shall be subject to the following: (a) will cause the management, business and affairs No Unrestricted Subsidiary shall be deemed to be a “Restricted Person” or a “Subsidiary” of the Borrower for purposes of this Agreement or any other Loan Document, and each Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each no Unrestricted Subsidiary will shall be treated subject to or included within the scope of any provision herein or in any other Loan Document, including without limitation any representation, warranty, covenant or Event of Default herein or in any other Loan Document, except as an entity separate and distinct from the Borrower and the Restricted Subsidiaries;set forth in this Section 7.12. (b) will cause each No Restricted Person shall guarantee or otherwise become liable in respect of any Indebtedness of, grant any Lien on any of its property (other than its Equity Interests in an Unrestricted Subsidiary (iSubsidiary) to refrain from maintaining its assets secure any Indebtedness of or other obligation of, or provide any other form of credit support to, any Unrestricted Subsidiary, and no Restricted Person shall enter into any contract or agreement with any Unrestricted Subsidiary, except on terms no less favorable to such Restricted Person, as applicable, than could be obtained in a comparable arm’s length transaction with a non-Affiliate of such a manner Restricted Person; provided, Restricted Persons may guarantee trade accounts payable of Unrestricted Subsidiaries that would make it costly or difficult arise in the ordinary course of business in an amount not to segregate, ascertain or identify as its individual assets from those exceed five percent (5%) of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities;Consolidated Tangible Net Worth. (c) will notBorrowers shall at all times maintain, as between Restricted Persons and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries;, the separate existence of each Unrestricted Subsidiary. (d) will notRestricted Persons shall notify each Lender Party, and will not permit later than five (5) Business Days after any executive officer of Restricted Persons has knowledge of, any claim, including any claim under any Environmental Law, or any notice of potential liability under any Environmental Law, asserted against any Unrestricted Subsidiary toor with respect to any Unrestricted Subsidiary’s properties that would reasonably be expected to result in a Material Adverse Effect, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments stating that such notice is being given pursuant to which the this Section 7.12. Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit may designate any Unrestricted Subsidiary to hold any Equity Interest inbecome a Restricted Person if a Default or Event of Default is not continuing, such designation would not, immediately after giving effect thereto, result in a Default or any Debt ofan Event of Default, any Credit Partyand immediately thereafter such Subsidiary has no outstanding Indebtedness. Immediately thereafter, Borrower shall promptly notify Administrative Agent of such designation and provide to it an officer’s certificate that such designation was made in compliance with this Section 7.12.

Unrestricted Subsidiaries. The BorrowerCredit Parties shall not: (a) will cause the management, business and affairs designate any Subsidiary of the Borrower formed or acquired after the Closing Date (other than an OpCo Obligor) as an Unrestricted Subsidiary unless: (i) neither such Subsidiary nor any of its Subsidiaries has any Indebtedness except Non-Recourse Debt; (ii) neither such Subsidiary nor any of its Subsidiaries is a party to any agreement, arrangement, understanding or other transaction with any Credit Party or any Restricted Subsidiary, except those agreements and each other transactions permitted under Section 8.6; (iii) at the time of such designation and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (iv) neither such Subsidiary nor any of its Subsidiaries owns any Indebtedness (excluding any accounts payable in the ordinary course of business) or Capital Stock of, or is the beneficiary of any Lien on any property of, any Credit Party or any Restricted Subsidiary; (v) at or immediately prior to such designation and as of any relevant date of determination (1) the assets of such Subsidiary together with the assets of all other Unrestricted Subsidiaries (other than the Bostco Joint Venture or Frontera) do not constitute more than five percent (5%) of the Consolidated Net Tangible Assets as determined at the time of such designation and (2) the revenues of such Subsidiary together with the aggregate revenues of all other Unrestricted Subsidiaries (other than the Bostco Joint Venture or Frontera) do not constitute more than five percent (5%) of the aggregate revenues of the OpCo Credit Agreement Borrower and its consolidated Restricted Subsidiaries as determined at the time of such designation; (vi) at or immediately prior to such designation, the Borrower delivers a certificate to the Agent certifying (A) the name of such Subsidiary and of all of such Subsidiary’s Subsidiaries, (B) that before and immediately after giving effect to such designation, the Credit Parties and the Restricted Subsidiaries shall be in compliance, on a pro forma basis, with the covenant set forth in Section 7.1, and (C) that all requirements of this Section 8.9(a) have been met for such designation; (vii) at or immediately prior to such designation, such Subsidiary is also designated as an “Unrestricted Subsidiary” or the equivalent thereof under the OpCo Credit Agreement; and (viii) such Unrestricted Subsidiary shall be capitalized solely with cash or Cash Equivalents and no Investment may be made in and no sale, transfer, license, lease or other disposition may be made to any Unrestricted Subsidiary unless such Investment or sale, transfer, license, lease or other disposition shall consist of cash or Cash Equivalents. (b) designate any Unrestricted Subsidiary as a Restricted Subsidiary to be conducted in such a manner unless: (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors i) the representations and potential creditors thereof and by not permitting Properties warranties of the Credit Parties set forth in this Credit Agreement and in the other Credit Documents shall be true and correct in all material respects (provided that if any representation or warranty already includes a materiality or material adverse effect or change qualifier, such representation or warranty shall be true and correct in all respects) on and as of the date of such designation, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be commingled) so that each Unrestricted Subsidiary will be treated true and correct in all material respects as an entity separate and distinct from the Borrower and the Restricted Subsidiariesof such specified earlier date; (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalitiesat the time of such designation and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (ciii) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any the Credit Parties comply with Section 6.5 of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payableCredit Agreement; and (eiv) will not permit any Unrestricted at or immediately prior to such designation, the Borrower delivers a certificate to the Agent certifying (A) the name of such Subsidiary and of all of such Subsidiary’s Subsidiaries, (B) that before and immediately after giving effect to hold any Equity Interest insuch designation, or any Debt ofthe Credit Parties and the Restricted Subsidiaries shall be in compliance, any Credit Partyon a pro forma basis, with the covenant set forth in Section 7.1, and (C) that all requirements of Section 8.9(b) have been met for such designation.

Unrestricted Subsidiaries. The BorrowerBoard of Directors of the Company may after the Issue Date designate any Subsidiary as an “Unrestricted Subsidiary” under this Indenture (a “ Designation ”) only if: (a) will cause no Default or Event of Default shall have occurred and be continuing at the management, business and affairs time of the Borrower and each Restricted Subsidiary or after giving effect to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted SubsidiariesDesignation; (b) will cause each Unrestricted Subsidiary (ix) the Company would be permitted to refrain from maintaining its assets make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to paragraph (a) of Section 4.08 in an amount (the “ Designation Amount ”) equal to the greater of (1) the net book value of the Company’s interest in such a manner that would make it costly Subsidiary calculated in accordance with GAAP or difficult to segregate, ascertain or identify as its individual assets from those (2) the Fair Market Value of the Borrower Company’s interest in such Subsidiary as determined in good faith by the Company’s Board of Directors, or any Restricted Subsidiary and (iiy) to observe all corporate formalitiesthe Designation Amount is less than $1,000; (c) will not, and will such Unrestricted Subsidiary does not permit own any other Capital Stock in any Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Company which is not simultaneously being designated an Unrestricted SubsidiariesSubsidiary; (d) will notsuch Unrestricted Subsidiary is not liable, and will not permit directly or indirectly, with respect to any Restricted Indebtedness other than Unrestricted Subsidiary toIndebtedness, permit any credit agreement for provided that an Unrestricted Subsidiary may provide a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement Guarantee for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payableNotes; and (e) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary shall be deemed a Restricted Payment. In the event of any such Designation, the Company shall be deemed, for all purposes of this Indenture, to have made an Investment equal to the Designation Amount that constitutes a Restricted Payment pursuant to Section 4.08. The Company will not and will not cause or permit any Restricted Subsidiary to at any time: (a) provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, however , that this Section 4.17 shall not be deemed to hold prevent Permitted Investments in Unrestricted Subsidiaries that are otherwise allowed under this Indenture, or (b) be directly or indirectly liable for any Equity Interest inIndebtedness of any Unrestricted Subsidiary. For purposes of the foregoing, or any Debt ofthe Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all present and future Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Credit PartyPerson that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this Indenture; and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Debt), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Debt) pursuant to paragraph (a) of Section 4.07. All Designations and Revocations must be evidenced by a Board Resolution of the Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions of this Section 4.17.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of the Borrower and each Each Subsidiary shall be a Restricted Subsidiary to be conducted in such unless it is designated by a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Borrower as an Unrestricted Subsidiary will be treated as an entity separate pursuant to, and distinct from meets the Borrower and the Restricted Subsidiaries;requirements set forth in, this Section 5.17. (b) will cause each After the Closing Date, any Borrower may designate a Subsidiary that is not a Regulated Subsidiary as an “Unrestricted Subsidiary Subsidiary” by written notification thereof to the Administrative Agent, provided that (i) to refrain from maintaining its assets in immediately before and after such a manner that would make it costly designation, no Default or difficult to segregateEvent of Default shall have occurred and be continuing, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) the Borrowers are in pro forma compliance with the financial covenants set forth in Sections 6.13 and 6.14 immediately after giving effect to observe such designation as of the last day of the most recent fiscal quarter of the Borrowers for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or Section 3.01(d)), and (iii) immediately before and after such designation, the newly-designated Unrestricted Subsidiary and the Loan Parties shall be in compliance with the applicable requirements of Section 6.15. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrowers or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of all corporate formalities;such Person’s outstanding Investment therein. (c) will not, and will not permit Any Borrower may at any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit time designate any Unrestricted Subsidiary to hold be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Debt by a Restricted Subsidiary of any Equity Interest inoutstanding Debt of such Unrestricted Subsidiary and an incurrence of Liens by a Restricted Subsidiary on the property of such Unrestricted Subsidiary, and such designation will only be permitted if (i) such Debt is permitted under Section 6.02 and such Liens are permitted under Section 6.01, (ii) no Default or Event of Default would be in existence immediately following such designation, (iii) all representations and warranties set forth in the Loan Documents will be true and correct in all material respects (provided that to the extent any Debt ofrepresentation and warranty is qualified as to “Material Adverse Change” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) as if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (provided that to the extent any Credit Partyrepresentation and warranty is qualified as to “Material Adverse Change” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) as of such earlier date, (iv) the Borrowers are in pro forma compliance with the financial covenants set forth in Sections 6.13 and 6.14 immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrowers for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or Section 3.01(d)) and (v) such Subsidiary becomes a Loan Party to the extent required by Section 5.11.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and each its Restricted Subsidiary Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties assets of the Credit Parties Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as an a corporate entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other of the Restricted Subsidiary Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest equity interests in, or any Debt of, any Credit Party.

Unrestricted Subsidiaries. (a) The BorrowerBoard of Directors of the Company may designate after the Issue Date any Subsidiary as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (ii) (A) the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to paragraph (a) will cause of Section 4.08 hereof in an amount (the management, business and affairs “Designation Amount”) equal to the greater of (1) the net book value of the Borrower and each Company’s interest in such Subsidiary calculated in accordance with GAAP or (2) the Fair Market Value of the Company’s interest in such Subsidiary as determined in good faith by the Company’s Board of Directors, or (B) the Designation Amount is less than $1,000; (iii) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingledCompany which is not simultaneously being designated an Unrestricted Subsidiary; (iv) so that each such Unrestricted Subsidiary will is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (v) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be treated as an entity separate and distinct obtained at the time from Persons who are not Affiliates of the Borrower and Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary shall be deemed a Restricted Subsidiaries;Payment. (b) will cause each Unrestricted Subsidiary (i) In the event of any such Designation, the Company shall be deemed, for all purposes of this Indenture, to refrain from maintaining its assets in such have made an Investment equal to the Designation Amount that constitutes a manner that would make it costly or difficult Restricted Payment pursuant to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities;Section 4.08 hereof. (c) will not, The Company shall not and will shall not cause or permit any other Restricted Subsidiary to, incur, assumeto at any time (i) provide credit support for, guarantee or be subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) or enter into or become a party to any agreement, contract, arrangement or understanding with any Unrestricted Subsidiary, the terms of which, together with the terms of all other agreements, contracts, arrangements and understandings with such Unrestricted Subsidiary, taken as a whole, in the good-faith judgment of the Board of Directors of the Company, are less favorable to the Company and its Restricted Subsidiaries than those that would be available in a comparable transaction in arm’s-length dealings with a party that is not an Affiliate of the Company; provided that this Section 4.17 shall not be deemed to prevent Permitted Investments in Unrestricted Subsidiaries that are otherwise allowed under this Indenture, or (ii) be directly or indirectly liable for any Debt Indebtedness of any of the Unrestricted Subsidiaries;Subsidiary. (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for For purposes of the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”)foregoing, the terms of which would, upon the occurrence Designation of a default under any Debt Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary. (e) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if: (i) result in, no Default or permit Event of Default shall have occurred and be continuing at the holder time of any Relevant Debt and after giving effect to declare a default on such Relevant Debt or Revocation; (ii) cause the payment all Indebtedness of any Relevant Debt such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be accelerated or payable before the fixed date on which the principal incurred for all purposes of such Relevant Debt is due and payablethis Indenture; and (eiii) will unless such redesignated Subsidiary shall not permit have any Unrestricted Indebtedness outstanding (other than Indebtedness that would be Permitted Debt), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Debt) pursuant to hold any Equity Interest in, or any Debt of, any Credit PartySection 4.07 hereof. (f) All Designations and Revocations must be evidenced by a Board Resolution of the Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions of this Section 4.17.

Unrestricted Subsidiaries. The Borrower: (a) will cause Company may from time to time ------------------------- deliver to the management, business and affairs Agent a notice of a Responsible Officer of the Company, in substantially the form of Exhibit L, designating one or more of its Subsidiaries (other than any Borrower and each Restricted or Guarantor) as Unrestricted Subsidiaries; provided -------- that no Subsidiary to shall be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each designated as an Unrestricted Subsidiary will if, upon giving effect to such designation, the Company would not be treated as in compliance with subsection 8.4(d) or an entity separate Event of Default then exists or would otherwise result therefrom. The Company shall not, and distinct from shall not permit its Subsidiaries, to enter into any contract, agreement, financing or other arrangement that would provide the Borrower and the Restricted Subsidiaries; (b) will cause each creditors of any Unrestricted Subsidiary (iincluding Persons with contingent claims against any Unrestricted Subsidiary) with any recourse to refrain or against the Company or any of its Subsidiaries or any of their respective assets or revenues. Any such certificate of a Responsible Officer designating any Unrestricted Subsidiaries shall certify to the Agent and the Banks that no Event of Default then exists or would result from maintaining such designation and that the Company and its assets in such a manner Subsidiaries are not parties to any contract or agreement that would make it costly provide any creditors of such Unrestricted Subsidiary with recourse to or difficult against the Company or any of its Subsidiaries and that no such creditor of such Unrestricted Subsidiary would have recourse to segregate, ascertain or identify against the Company or any of its Subsidiaries as its individual assets from those a matter of law. Any Person designated as an Unrestricted Subsidiary in a notice of a Responsible Officer of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or Company as provided in this Section 8.14 shall become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit Subsidiary on the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause tenth Business Day after the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal Agent's receipt of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Partynotice.

Unrestricted Subsidiaries. The Borrower: (a) will cause Unless designated as an Unrestricted Subsidiary as of the managementdate hereof on Schedule 8.12 or thereafter in compliance with Section 9.9(b), business and affairs any Person that is or becomes a Subsidiary of the Borrower and each shall be a Restricted Subsidiary. (b) The Borrower may designate by written notification thereof to the Administrative Agent, any Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties Borrower, including a newly formed or newly acquired Subsidiary, as an Unrestricted Subsidiary if immediately after giving effect to such designation, (i) no Event of Default or, during a Borrowing Base Trigger Period, Borrowing Base Deficiency or PV-9 Deficiency shall have occurred and be commingledcontinuing, (ii) so that each the Borrower shall be in compliance with the Financial Performance Covenants on a Pro Forma Basis, (iii) such Unrestricted Subsidiary will be treated as an entity separate and distinct from in compliance with Section 9.9(d), (iv) the Borrower shall be in compliance with Section 10.5, and the Restricted Subsidiaries; (bv) will cause each such Unrestricted Subsidiary (i) to refrain from maintaining its assets in such is not a manner that would make it costly “restricted subsidiary” under, or difficult to segregateguarantor of, ascertain or identify as its individual assets from those of the Borrower Secured Hedge Facility, the Indentures or any Restricted Subsidiary and (ii) to observe all corporate formalities;Permitted Additional Debt. (c) will notThe Borrower may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if immediately after giving effect to such designation, (i) the representations and warranties of each Credit Party contained in each of the Credit Documents are true and correct in all material respects on and as of such date of the designation (or, if stated to have been made expressly as of an earlier date, were true and correct in all material respects as of such earlier date), (ii) no Event of Default would be continuing, and will not permit any other Restricted (iii) to the extent such Subsidiary tohas outstanding Indebtedness on the date of such designation, incur, assume, guarantee or the Borrower shall be or become liable for any Debt of any of in compliance with the Unrestricted Subsidiaries;Financial Performance Covenants on a Pro Forma Basis. (d) No Unrestricted Subsidiary will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for be the sale of promissory notes owner or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment Stock of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit PartyGroup Member.

Unrestricted Subsidiaries. (a) The BorrowerBoard of Directors of the Parent Guarantor may designate after the Issue Date any of its Subsidiaries (other than the Company) as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (2) (x) the Parent Guarantor would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation) pursuant to paragraph (a) will cause of Section 4.08 or as a Permitted Payment or Permitted Investment in an amount (the management, business and affairs “Designation Amount”) equal to the greater of (1) the net book value of the Borrower Parent Guarantor’s interest in such Subsidiary calculated in accordance with GAAP and each (2) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary as determined in good faith by the Parent Guarantor’s Board of Directors, or (y) the Designation Amount is less than $1,000; (3) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary; (4) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness; provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (5) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Parent Guarantor, the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Parent Guarantor, the Company or such Restricted Subsidiary than those that might be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by obtained at the time from Persons who are not permitting Properties Affiliates of the Credit Parties Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to be commingled) so that each such Unrestricted Subsidiary will shall be treated as an entity separate and distinct from the Borrower and the deemed a Restricted Subsidiaries;Payment. (b) will In the event of any such Designation, the Parent Guarantor shall be deemed, for all purposes of this Indenture, to have made an Investment equal to the Designation Amount that, as designated by the Parent Guarantor, constitutes a Restricted Payment pursuant to paragraph (a) of Section 4.08 or a Permitted Payment or Permitted Investment. (c) The Parent Guarantor shall not and shall not cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of permit the Borrower Company or any Restricted Subsidiary and (ii) to observe all corporate formalities;at any time: (c1) will not, and will not permit any other Restricted Subsidiary to, incur, assumeprovide credit support for, guarantee or be subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) or enter into or become a party to any agreement, contract, arrangement or understanding with any Unrestricted Subsidiary, the terms of which, together with the terms of all other agreements, contracts, arrangements and understandings with such Unrestricted Subsidiary, taken as a whole, in the good-faith judgment of the Board of Directors, are less favorable to the Parent Guarantor, the Company and the Restricted Subsidiaries than those that would be available in a comparable transaction in arm’s-length dealings with a party that is not an Affiliate of the Company; provided that this Section 4.15 shall not be deemed to prevent Permitted Investments, Restricted Payments or Permitted Payments in Unrestricted Subsidiaries that are otherwise allowed under this Indenture, or (2) be directly or indirectly liable for any Debt Indebtedness of any Unrestricted Subsidiary (other than by pledge of the Unrestricted Subsidiaries;Capital Stock thereof). (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale For purposes of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”)this Section 4.15, the terms of which would, upon the occurrence Designation of a default under any Debt Subsidiary of the Parent Guarantor as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Parent Guarantor will be classified as a Restricted Subsidiary. (ie) result inThe Parent Guarantor may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if: (1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; (2) all Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, or permit the holder of any Relevant Debt to declare a default on if incurred at such Relevant Debt or (ii) cause the payment of any Relevant Debt time, have been permitted to be accelerated or payable before the fixed date on which the principal incurred for all purposes of such Relevant Debt is due and payablethis Indenture; and (e3) will unless such redesignated Subsidiary shall not permit have any Unrestricted Indebtedness outstanding (other than Indebtedness that would be Permitted Debt), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, the Parent Guarantor or the Company could incur $1.00 of additional Indebtedness (other than Permitted Debt) pursuant to hold any Equity Interest in, or any Debt of, any Credit PartySection 4.07. (f) All Designations and Revocations shall be evidenced by a Board Resolution of the Board of Directors of the Parent Guarantor delivered to the Trustee certifying compliance with the provisions of this Section 4.15.

Unrestricted Subsidiaries. (a) The BorrowerBoard of Directors of the Company may after the Issue Date designate any Subsidiary as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (ai) will cause no Default or Event of Default shall have occurred and be continuing at the management, business and affairs time of or after giving effect to such Designation; (ii) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Borrower and each Company which is not simultaneously being designated an Unrestricted Subsidiary; (iii) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (iv) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by obtained at the time from Persons who are not permitting Properties Affiliates of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries;Company. (b) The Company will not and will not cause each or permit any Restricted Subsidiary to at any time: (i) provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); or (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary, (other than, with respect to clauses (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii), any such Indebtedness (1) outstanding on the date hereof or (2) incurred to observe finance property and improvements constituting the Company’s corporate headquarters or other principal place of business). For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all corporate formalities;present and future Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary. As of the Issue Date, 20 Broadway Associates LLC, a wholly owned Subsidiary of the Company, is designated an Unrestricted Subsidiary. (c) will notThe Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if: (i) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, and will not permit any other Restricted Subsidiary toif incurred at such time, incur, assume, guarantee or have been permitted to be or become liable incurred for any Debt all purposes of any of the Unrestricted Subsidiaries;this Indenture. (d) will not, All Designations and will not permit any Restricted Subsidiary to, permit any credit agreement for Revocations must be evidenced by a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for Board Resolution of the sale Board of promissory notes or an indenture governing capital markets debt instruments pursuant Directors of the Company delivered to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (Trustee certifying compliance with the “Relevant Debt”), the terms foregoing provisions of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Partythis Section 4.10.

Unrestricted Subsidiaries. The Borrower: Notwithstanding anything to the contrary contained in this Agreement, (ai) will cause the managementBorrower may create or acquire one or more Subsidiaries and designate (by written notice to the Administrative Agent and each Bank) such Subsidiary or Subsidiaries as an “Unrestricted Subsidiary” (which Unrestricted Subsidiaries may include, business and affairs without limitation, any Person which is a Subsidiary of the Borrower on the Effective Date, (ii) such Unrestricted Subsidiaries shall not (x) constitute Material Subsidiaries, (y) constitute Subsidiaries for purposes of the definition of Material Subsidiaries or (z) be subject to Sections 5, 6, 7 or 8 of this Agreement (and each Restricted Subsidiary the operations, assets and liabilities of such Unrestricted Subsidiaries shall not be included in determining compliance with the financial covenants set forth in Sections 7.10, 7.11 and 7.12, except that the carrying value of such Unrestricted Subsidiaries recorded in accordance with GAAP shall be included in the definition of Net Worth), (iii) the financial reports required to be conducted in such a manner provided hereunder (including, without limitation, by keeping separate books those provided pursuant to Section 6.01) shall be prepared in a manner (reasonably satisfactory to the Administrative Agent) which distinguishes the operations, assets and liabilities of account, furnishing separate financial statements of the Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and its other Subsidiaries, and (iiiv) to observe all corporate formalities; the sum of (cx) will not, the aggregate amount paid by the Borrower and will not permit any its Subsidiaries (other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the than Unrestricted Subsidiaries; ) in connection with the acquisitions of all Unrestricted Subsidiaries plus (dy) will not, the aggregate amount of liability of and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for recourse to the sale Borrower and its Subsidiaries (other than Unrestricted Subsidiaries) relating to the business and operations of promissory notes or an indenture governing capital markets debt instruments all Unrestricted Subsidiaries (whether pursuant to which Contingent Obligations or otherwise) plus (z) the aggregate amount of investments (including loans, advances and capital contributions) by the Borrower or and its Subsidiaries (other than Unrestricted Subsidiaries) in all Unrestricted Subsidiaries shall not exceed $100,000,000 at any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Partytime.

Unrestricted Subsidiaries. The BorrowerSo long as no Default or Event of Default has occurred and is continuing, and after giving effect to such designation, no Default or Event of Default would result therefrom, US Borrower or any Wholly Owned Subsidiary of US Borrower may designate one or more Subsidiaries that are not Borrowers or Guarantors as unrestricted Subsidiaries (each such Subsidiary, and each of its Subsidiaries, an “Unrestricted Subsidiary”), which Unrestricted Subsidiaries shall be subject to the following: (a) will cause the management, business and affairs of the Borrower and each Restricted No Unrestricted Subsidiary shall be deemed to be conducted in such a manner (including“Restricted Person” or a “Subsidiary” of US Borrower for purposes of this Agreement or any other Loan Document, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each no Unrestricted Subsidiary will shall be treated subject to or included within the scope of any provision herein or in any other Loan Document, including without limitation any representation, warranty, covenant or Event of Default herein or in any other Loan Document, except as an entity separate and distinct from the Borrower and the Restricted Subsidiaries;set forth in this Section 7.10. (b) will cause each No Restricted Person shall guarantee or otherwise become liable in respect of any Indebtedness of, grant any Lien on any of its property to secure any Indebtedness of or other obligation of, or provide any other form of credit support to, any Unrestricted Subsidiary Subsidiary, and no Restricted Person shall enter into any contract or agreement with any Unrestricted Subsidiary, except on terms no less favorable to such Restricted Person, as applicable, than could be obtained in a comparable arm’s length transaction with a non-Affiliate of such Restricted Person; provided, Restricted Persons may guarantee trade accounts payable of Unrestricted Subsidiaries that arise in the ordinary course of business in an amount not to exceed five percent (i5%) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities;Consolidated Tangible Net Worth. (c) will notBorrowers shall at all times maintain, as between Restricted Persons and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries;, the separate existence of each Unrestricted Subsidiary. (d) will notRestricted Persons shall notify each Lender Party, and will not permit later than five (5) Business Days after any executive officer of Restricted Persons has knowledge of, any claim, including any claim under any Environmental Law, or any notice of potential liability under any Environmental Law, asserted against any Unrestricted Subsidiary toor with respect to any Unrestricted Subsidiary’s properties that would reasonably be expected to result in a Material Adverse Change, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments stating that such notice is being given pursuant to which the this Section 7.10. US Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit may designate any Unrestricted Subsidiary to hold any Equity Interest inbecome a Restricted Person if a Default or Event of Default is not continuing, such designation would not result in a Default or any Debt ofan Event of Default, any Credit Partyand immediately thereafter such Subsidiary has no outstanding Indebtedness. Immediately thereafter, US Borrower shall promptly notify Administrative Agent of such designation and provide to it an officer’s certificate that such designation was made in compliance with this Section 7.10.

Unrestricted Subsidiaries. (a) The BorrowerBoard of Directors of the Company may after the Issue Date designate any Subsidiary as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (ai) will cause no Default or Event of Default shall have occurred and be continuing at the management, business and affairs time of or after giving effect to such Designation; (ii) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Borrower and each Company which is not simultaneously being designated an Unrestricted Subsidiary; (iii) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (iv) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by obtained at the time from Persons who are not permitting Properties Affiliates of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries;Company. (b) The Company will not and will not cause each or permit any Restricted Subsidiary to at any time: (i) provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); or (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary, (other than, with respect to clauses (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii), any such Indebtedness (1) outstanding on the date hereof or (2) incurred to observe finance property and improvements constituting the Company’s corporate headquarters or other principal place of business). For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all corporate formalities;present and future Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary. As of the Issue Date, 20 Broadway Associates LLC, a wholly owned Subsidiary of the Company, is designated as an Unrestricted Subsidiary. (c) will notThe Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if: (i) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, and will not permit any other Restricted Subsidiary toif incurred at such time, incur, assume, guarantee or have been permitted to be or become liable incurred for any Debt all purposes of any of the Unrestricted Subsidiaries;this Indenture. (d) will not, All Designations and will not permit any Restricted Subsidiary to, permit any credit agreement for Revocations must be evidenced by a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for Board Resolution of the sale Board of promissory notes or Directors of the Company delivered to the Trustee in an indenture governing capital markets debt instruments pursuant to which Officers’ Certificate certifying compliance with the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms foregoing provisions of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Partythis Section 4.10.

Unrestricted Subsidiaries. (a) The BorrowerCompany may designate after the Issue Date any Subsidiary (other than Finance Corp.) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (ai) will cause no Default shall have occurred and be continuing at the management, business and affairs time of or after giving effect to such Designation; (ii) the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to Section 4.07(a) hereof in an amount (the “Designation Amount”) equal to the greater of (1) the net book value of the Borrower and each Company’s interest in such Subsidiary calculated in accordance with GAAP or (2) the Fair Market Value of the Company’s interest in such Subsidiary as determined in good faith by the Company’s Board of Directors; (iii) the Company would be permitted under this Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.09 hereof at the time of such Designation (assuming the effectiveness of such Designation); (iv) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingledCompany which is not simultaneously being designated an Unrestricted Subsidiary; (v) so that each such Unrestricted Subsidiary will is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (vi) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be treated as an entity separate and distinct obtained at the time from Persons who are not Affiliates of the Borrower and Company or Holdings or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary shall be deemed a Restricted Subsidiaries;Payment. (b) will cause each Unrestricted Subsidiary (i) In the event of any such Designation, the Company shall be deemed to refrain from maintaining its assets have made an Investment constituting a Restricted Payment pursuant to Section 4.07 hereof for all purposes of this Indenture in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities;Designation Amount. (c) will not, The Company shall not and will shall not cause or permit any other Restricted Subsidiary to, incur, assumeto at any time (i) provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries) or (ii) be directly or become indirectly liable for any Debt Indebtedness of any of the Unrestricted Subsidiaries;Subsidiary. (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for For purposes of the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”)foregoing, the terms of which would, upon the occurrence Designation of a default under any Debt Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary. (e) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if: (i) result in, or permit no Default shall have occurred and be continuing at the holder time of any Relevant Debt and after giving effect to declare a default on such Relevant Debt or Revocation; (ii) cause the payment all Liens and Indebtedness of any Relevant Debt such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be accelerated or payable before the fixed date on which the principal incurred for all purposes of such Relevant Debt is due and payablethis Indenture; and (eiii) will unless such redesignated Subsidiary shall not permit have any Unrestricted Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to hold any Equity Interest in, or any Debt of, any Credit Partythe covenant described in Section 4.09 hereof. (f) All Designations and Revocations must be evidenced by a resolution of the Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions.

Unrestricted Subsidiaries. The Borrower: Company may designate any Subsidiary of the Company to be an "Unrestricted Subsidiary" as provided below in which event such Subsidiary and each other Person that is then or thereafter becomes a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary. "Unrestricted Subsidiary" means (1) any Subsidiary designated as such by the Board of Directors as set forth below where (a) will cause neither the management, business and affairs Company nor any of the Borrower and each Restricted Subsidiary to be conducted in such a manner its other Subsidiaries (including, without limitation, by keeping separate books of account, furnishing separate financial statements of other than another Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingledSubsidiary) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregateprovides credit support for, ascertain or identify as its individual assets from those of the Borrower or any Restricted Guarantee of, any Debt of such Subsidiary and or any Subsidiary of such Subsidiary (including any undertaking, agreement or instrument evidencing such Debt) or (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee is directly or be or become indirectly liable for any Debt of such Subsidiary or any Subsidiary of the Unrestricted Subsidiaries; (d) will notsuch Subsidiary, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant (b) no default with respect to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted such Subsidiary or any Subsidiary of such Subsidiary (including any right which the holders thereof may have to take enforcement action against such Subsidiary) would permit (upon notice, (ilapse of time or both) result in, or permit the any holder of any Relevant other Debt of the Company and its Subsidiaries (other than another Unrestricted Subsidiary) to declare a default on such Relevant other Debt or (ii) cause the payment of any Relevant Debt thereof to be accelerated or payable before the fixed date on which the principal prior to its final scheduled maturity and (2) any Subsidiary of such Relevant Debt is due and payable; and (e) will not permit an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary to be an Unrestricted Subsidiary to hold unless such Subsidiary owns any Equity Interest inCapital Stock of, or owns or holds any Debt Lien on any property of, any Credit Partyother Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary, provided that either (x) the Subsidiary to be so designated has total assets of $1,000 or less or (y) immediately after giving effect to such designation, the Company could Incur at least $1.00 of additional Debt pursuant to the first paragraph under Section 10.08 hereof and provided, further, that the Company could make a Restricted Payment in an amount equal to the greater of the fair market value and book value of such Subsidiary pursuant to Section 10.12 hereof and such amount is thereafter treated as a Restricted Payment for the purpose of calculating the aggregate amount available for Restricted Payments thereunder.

Unrestricted Subsidiaries. The Borrower: (a) Unless designated as an Unrestricted Subsidiary in accordance with Section 8.17(b), any Person that becomes a Domestic Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (b) The Borrower may designate by written notification thereof to the Administrative Agent, any Person that would otherwise be a Restricted Subsidiary of the Borrower, including a newly formed or newly acquired Person that would otherwise be a Subsidiary of the Borrower, as an Unrestricted Subsidiary if (i) prior, and after giving effect, to such designation, neither a Default nor a Borrowing Base Deficiency would exist, (ii) at any time during a Borrowing Base Period, such Person does not own or operate any Oil and Gas Properties included in the most recently delivered Reserve Report for which a Borrowing Base has been established, other than Oil and Gas Properties permitted to be sold or otherwise transferred pursuant to Section 9.10 (which shall count as a Transfer thereunder), (iii) such Person is not a guarantor or the primary obligor with respect to any Debt permitted under Section 9.02(f) unless such Person will be released contemporaneously with such designation, (iv) such Person is not a party to any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary unless the terms of such agreement, contract, arrangement or understanding are permitted by Section 9.11, (v) such designation is deemed to be an Investment in an Unrestricted Subsidiary and such Investment would be permitted to be made under Section 9.05(k) and (vi) the Administrative Agent shall have received a certificate of a Responsible Officer certifying that such designation complies with the requirements of this Section 8.17(b). For purposes of the foregoing, the designation of a Person as an Unrestricted Subsidiary shall be deemed to be the designation of all present and future subsidiaries of such Person as Unrestricted Subsidiaries. Except as provided in this Section 8.17(b), no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. For the avoidance of doubt, the Borrower may designate any Subsidiary that directly owns Qualified Midstream Assets as an Unrestricted Subsidiary in accordance with the requirements of this Section 8.17(b). (c) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if after giving effect to such designation, (i) the representations and warranties of the Credit Parties contained in each of the Loan Documents are true and correct in all material respects on and as of such date as if made on and as of the date of such designation (or, if stated to have been made expressly as of an earlier date, were true and correct in all material respects as of such date), (ii) no Default would exist and (iii) the Borrower complies with the requirements of Section 8.14, Section 8.18 and Section 9.11. (d) The Borrower will cause the management, business and affairs of the Borrower and each Restricted Subsidiary Credit Party to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted SubsidiariesCredit Parties; (be) The Borrower will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary other Credit Party and (ii) to observe all corporate formalities; (cf) The Borrower will not, and will not permit any other Restricted Subsidiary Credit Party to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted SubsidiariesSubsidiaries except to the extent permitted by this Agreement; (dg) The Borrower will not, and will not permit any Restricted Subsidiary other Credit Party to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary Credit Party is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (eh) The Borrower will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Party.

Unrestricted Subsidiaries. (a) The BorrowerBoard of Directors of the Parent Guarantor may designate after the Issue Date any of its Subsidiaries (other than the Company) as an Unrestricted Subsidiary under this Supplemental Indenture (a “Designation”) only if: (1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (2) (x) the Parent Guarantor would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation) pursuant to paragraph (a) will cause of Section 4.08 or as a Permitted Payment or Permitted Investment in an amount (the management, business and affairs “Designation Amount”) equal to the greater of (1) the net book value of the Borrower Parent Guarantor’s interest in such Subsidiary calculated in accordance with GAAP and each (2) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary as determined in good faith by the Parent Guarantor’s Board of Directors, or (y) the Designation Amount is less than $1,000; (3) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary; (4) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness; provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (5) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Parent Guarantor, the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Parent Guarantor, the Company or such Restricted Subsidiary than those that might be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by obtained at the time from Persons who are not permitting Properties Affiliates of the Credit Parties Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to be commingled) so that each such Unrestricted Subsidiary will shall be treated as an entity separate and distinct from the Borrower and the deemed a Restricted Subsidiaries;Payment. (b) will In the event of any such Designation, the Parent Guarantor shall be deemed, for all purposes of this Supplemental Indenture, to have made an Investment equal to the Designation Amount that, as designated by the Parent Guarantor, constitutes a Restricted Payment pursuant to paragraph (a) of Section 4.08 or a Permitted Payment or Permitted Investment. (c) The Parent Guarantor shall not and shall not cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of permit the Borrower Company or any Restricted Subsidiary and (ii) to observe all corporate formalities;at any time: (c1) will not, and will not permit any other Restricted Subsidiary to, incur, assumeprovide credit support for, guarantee or be subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) or enter into or become a party to any agreement, contract, arrangement or understanding with any Unrestricted Subsidiary, the terms of which, together with the terms of all other agreements, contracts, arrangements and understandings with such Unrestricted Subsidiary, taken as a whole, in the good-faith judgment of the Board of Directors, are less favorable to the Parent Guarantor, the Company and the Restricted Subsidiaries than those that would be available in a comparable transaction in arm’s-length dealings with a party that is not an Affiliate of the Company; provided that this Section 4.15 shall not be deemed to prevent Permitted Investments, Restricted Payments or Permitted Payments in Unrestricted Subsidiaries that are otherwise allowed under this Supplemental Indenture, or (2) be directly or indirectly liable for any Debt Indebtedness of any Unrestricted Subsidiary (other than by pledge of the Unrestricted Subsidiaries;Capital Stock thereof). (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale For purposes of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”)this Section 4.15, the terms of which would, upon the occurrence Designation of a default under any Debt Subsidiary of the Parent Guarantor as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Parent Guarantor will be classified as a Restricted Subsidiary. (ie) result inThe Parent Guarantor may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if: (1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; (2) all Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, or permit the holder of any Relevant Debt to declare a default on if incurred at such Relevant Debt or (ii) cause the payment of any Relevant Debt time, have been permitted to be accelerated or payable before the fixed date on which the principal incurred for all purposes of such Relevant Debt is due and payablethis Supplemental Indenture; and (e3) will unless such redesignated Subsidiary shall not permit have any Unrestricted Indebtedness outstanding (other than Indebtedness that would be Permitted Debt), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, the Parent Guarantor or the Company could incur $1.00 of additional Indebtedness (other than Permitted Debt) pursuant to hold any Equity Interest in, or any Debt of, any Credit PartySection 4.07. (f) All Designations and Revocations shall be evidenced by a Board Resolution of the Board of Directors of the Parent Guarantor delivered to the Trustee certifying compliance with the provisions of this Section 4.15.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs The Board of Directors of the Borrower and each Restricted Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each an Unrestricted Subsidiary will be treated so long as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) neither the Company nor any Restricted Subsidiary is directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to refrain from maintaining its assets in any Indebtedness of such a manner that Subsidiary would make it costly permit (upon notice, lapse of time or difficult to segregate, ascertain or identify as its individual assets from those otherwise) any holder of any other Indebtedness of the Borrower Company or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt other Indebtedness or (ii) cause the payment of any Relevant Debt thereof to be accelerated or payable before prior to its Stated Maturity, (iii) any Investment in such Subsidiary made as a result of 81 82 designating such Subsidiary an Unrestricted Subsidiary will not violate the fixed date on which provisions of Section 1011, (iv) neither the principal Company nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Relevant Debt is due Subsidiary other than those that might be obtained at the time from Persons who are not Affiliates of the Company and payable; and(v) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other equity interest in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results. (eb) will not permit The Board of Directors of the Company may designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that (i) no Default or Event of Default has occurred and is continuing following such designation and (ii) the Company could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to hold the first paragraph of Section 1010 (treating any Equity Interest in, or any Debt of, any Credit PartyIndebtedness of such Unrestricted Subsidiary as the incurrence of Indebtedness by a Restricted Subsidiary).

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of the Borrower and each Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) The Company will not, and will not permit any Restricted Subsidiary to, permit create or otherwise designate any credit agreement for Subsidiary as an Unrestricted Subsidiary if (i) a senior credit facilityBorrowing Base Deficiency exists, (ii) a loan agreement for a senior credit facilityDefault or Event of Default exists or would result from such creation or designation, a note purchase agreement for including under Section 9.03(p), (iii) such Subsidiary owes or incurs Debt other than Non-Recourse Debt, Debt under Section 9.01(j), and Debt owed to the sale Company and any of promissory notes its Restricted Subsidiaries in connection with investments, loans or an indenture governing capital markets debt instruments pursuant to which advances (including, without limitation, contingent obligations) made in compliance with Section 9.03(n) or (p), or (iv) such creation or designation shall result in the Borrower creation or imposition of any claim or Lien on any assets of the Company or any Restricted Subsidiary is a borrowerSubsidiary. Notwithstanding the foregoing, issuer in no event may the Board of Directors of the Company designate OEI-Louisiana, OERI or guarantor Ocean Canada as an Unrestricted Subsidiary. (the “Relevant Debt”b) Without limitation of Section 9.21(a), the terms Company will not, and will not permit any Restricted Subsidiaries to, without the prior written consent of which wouldthe Majority Lenders, upon change the occurrence characterization of a default under any Debt Subsidiary from a Restricted Subsidiary to an Unrestricted Subsidiary or an Unrestricted Subsidiary to a Restricted Subsidiary; provided, however, the prior written consent of the Majority Lenders shall not be required to (i) change the characterization of an Unrestricted SubsidiarySubsidiary to a Restricted Subsidiary if (A) no Default or Event of Default shall have occurred and be continuing at such time or would result therefrom, (iB) result inafter giving effect to such re-characterization, or permit each of the holder representations and warranties made by the Company and OEI-Louisiana in the Loan Documents to which each is a party shall be true and correct in all material respects, and (C) the Company provides the Administrative Agent five (5) days advance written notice of any Relevant Debt its intent to declare a default on re-characterize such Relevant Debt Subsidiary or (ii) cause change the payment characterization of any Relevant Debt a Restricted Subsidiary to an Unrestricted Subsidiary if (A) no Default or Event of Default shall have occurred and be accelerated continuing or payable before would result therefrom (including a violation of Section 9.03(p)), and on the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit recharacterization, all investments made by the Company or any other Restricted Subsidiary in such Restricted Subsidiary prior to the date of such re-characterization shall be investments in an Unrestricted Subsidiary subject to hold Section 9.03(p), (B) if the Restricted Subsidiary owns any Equity Interest inOil and Gas Properties which are included in the Borrowing Base, or any Debt ofthe Aggregate Commitments and the Borrowing Base shall be reduced by an amount reasonably determined at the time by the Technical Agents to reflect the contribution to the Borrowing Base of the Properties so owned, any Credit Partyand (C) the Company provides the Administrative Agent five (5) days advance written notice of its intent to re-characterize such Subsidiary.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs The Board of Directors of the Borrower and each Restricted Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each an Unrestricted Subsidiary will be treated so long as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of neither the Borrower or Company nor any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee is directly or be or become indirectly liable for any Debt of such Subsidiary, (ii) no default with respect to any Debt of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any Debt of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower Company or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant other Debt or (ii) cause the payment of any Relevant Debt thereof to be accelerated or payable before prior to its stated maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary shall not violate the fixed date on which provisions of Section 1011, (iv) neither the principal Company nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Relevant Debt is due Subsidiary other than those that might be obtained at the time from Persons who are not Affiliates of the Company and payable; and(v) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other equity interest in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results. (eb) will not permit The Board of Directors of the Company may designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Default or Event of Default has occurred and is continuing following such designation and (ii) the Company could incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to hold any Equity Interest in, or the first paragraph of Section 1010 (treating any Debt of, any Credit Partyof such Unrestricted Subsidiary as the incurrence of Debt by a Restricted Subsidiary).

Unrestricted Subsidiaries. The BorrowerSo long as no Default or Event of Default has occurred and is continuing, and after giving effect to such designation, no Default or Event of Default would result therefrom, US Borrower or any Wholly Owned Subsidiary of US Borrower may designate one or more Subsidiaries that are not Borrowers or Guarantors (each such Subsidiary, and each of its Subsidiaries, each an “Unrestricted Subsidiary”), which Unrestricted Subsidiaries shall be subject to the following: (a) will cause the management, business and affairs of the Borrower and each Restricted No Unrestricted Subsidiary shall be deemed to be conducted in such a manner (including“Restricted Person” or a “Subsidiary” of US Borrower for purposes of this Agreement or any other Loan Document, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each no Unrestricted Subsidiary will shall be treated subject to or included within the scope of any provision herein or in any other Loan Document, including without limitation any representation, warranty, covenant or Event of Default herein or in any other Loan Document, except as an entity separate and distinct from the Borrower and the Restricted Subsidiaries;set forth in this Section 7.10. (b) will cause each No Restricted Person shall guarantee or otherwise become liable in respect of any Indebtedness of, grant any Lien on any of its property to secure any Indebtedness of or other obligation of, or provide any other form of credit support to, any Unrestricted Subsidiary Subsidiary, and no Restricted Person shall enter into any contract or agreement with any Unrestricted Subsidiary, except on terms no less favorable to such Restricted Person, as applicable, than could be obtained in a comparable arm’s length transaction with a non-Affiliate of such Restricted Person; provided, Restricted Persons may guarantee trade accounts payable of Unrestricted Subsidiaries that arise in the ordinary course of business in an amount not to exceed five percent (i5%) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities;Consolidated Tangible Net Worth. (c) will notBorrowers shall at all times maintain, as between Restricted Persons and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries;, the separate existence of each Unrestricted Subsidiary. (d) will notRestricted Persons shall notify each Lender Party, and will not permit later than five (5) Business Days after any executive officer of Restricted Persons has knowledge of, any claim, including any claim under any Environmental Law, or any notice of potential liability under any Environmental Law, asserted against any Unrestricted Subsidiary toor with respect to any Unrestricted Subsidiary’s properties that would reasonably be expected to result in a Material Adverse Change, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments stating that such notice is being given pursuant to which the this Section 7.10. US Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit may designate any Unrestricted Subsidiary to hold any Equity Interest inbecome a Restricted Person if a Default or Event of Default is not continuing, such designation would not result in a Default or any Debt ofan Event of Default, any Credit Partyand immediately thereafter such Subsidiary has no outstanding Indebtedness. Immediately thereafter, US Borrower shall promptly notify the Administrative Agent of such designation and provide to it an officer’s certificate that such designation was made in compliance with this Section 7.10.

Unrestricted Subsidiaries. The Borrower: Notwithstanding anything to the contrary contained in this Agreement, (ai) will cause the managementBorrower may create or acquire one or more Subsidiaries and designate (by written notice to the Administrative Agent and each Bank) such Subsidiary or Subsidiaries as an "Unrestricted Subsidiary" (which Unrestricted Subsidiaries may include, business and affairs without limitation, any Person which is a Subsidiary of the Borrower on the Effective Date, (ii) such Unrestricted Subsidiaries shall not (x) constitute Material Subsidiaries, (y) constitute Subsidiaries for purposes of the definition of Material Subsidiaries or (z) be subject to Sections 5, 6, 7 or 8 of this Agreement (and each Restricted Subsidiary the operations, assets and liabilities of such Unrestricted Subsidiaries shall not be included in determining compliance with the financial covenants set forth in Sections 7.10, 7.11 and 7.12, except that the carrying value of such Unrestricted Subsidiaries recorded in accordance with GAAP shall be included in the definition of Net Worth), (iii) the financial reports required to be conducted in such a manner provided hereunder (including, without limitation, by keeping separate books those provided pursuant to Section 6.01) shall be prepared in a manner (reasonably satisfactory to the Administrative Agent) which distinguishes the operations, assets and liabilities of account, furnishing separate financial statements of the Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and its other Subsidiaries, and (iiiv) to observe all corporate formalities; the sum of (cx) will not, the aggregate amount paid by the Borrower and will not permit any its Subsidiaries (other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the than Unrestricted Subsidiaries; ) in connection with the acquisitions of all Unrestricted Subsidiaries plus (dy) will not, the aggregate amount of liability of and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for recourse to the sale Borrower and its Subsidiaries (other than Unrestricted Subsidiaries) relating to the business and operations of promissory notes or an indenture governing capital markets debt instruments all Unrestricted Subsidiaries (whether pursuant to which Contingent Obligations or otherwise) plus (z) the aggregate amount of investments (including loans, advances and capital contributions) by the Borrower or and its Subsidiaries (other than Unrestricted Subsidiaries) in all Unrestricted Subsidiaries shall not exceed $100,000,000 at any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Party.time. * * *

Unrestricted Subsidiaries. The Borrower: (a) will cause the managementThe Borrower may, business and affairs by delivery of a certificate executed by an Authorized Officer of the Borrower and each Restricted to the Administrative Agent, designate, after the Closing Date, any Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingledBorrower (including any newly created or acquired Subsidiary) so that each Unrestricted Subsidiary will be treated as an entity separate "Unrestricted Subsidiary" if, at the time of or after giving effect to such designation: (1) no Default or Event of Default shall exist; (2) the Borrower could incur $1.00 of Debt pursuant to the Debt Incurrence Test; and distinct from (3) the aggregate amount of Investments (other than Permitted Investments) by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries shall not exceed the Restricted Subsidiaries;greater of (x) $950,000,000 or (y) 10% of Total Assets at any time outstanding. (b) will cause each No Loan Party shall (nor shall the Borrower permit any Restricted Subsidiary to) at any time: (1) provide credit support for, subject any of its property or assets (other than Liens over the Capital Stock, Debt and other securities of any Unrestricted Subsidiary securing Debt of that Unrestricted Subsidiary and its Subsidiaries) to the satisfaction of, or guarantee, any Debt of any Unrestricted Subsidiary (iincluding any undertaking, agreement or instrument evidencing such Debt); (2) to refrain from maintaining its assets in such a manner that would make it costly be directly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become indirectly liable for any Debt of any Unrestricted Subsidiary; (3) be directly or indirectly liable for any Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes payment thereof to be accelerated or an indenture governing capital markets debt instruments pursuant payable prior to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, its final scheduled maturity upon the occurrence of a default under with respect to any Debt of an any Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt ; or (ii4) cause the payment of make any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and Investment (eother than a Permitted Investment) will not permit in any Unrestricted Subsidiary to hold any Equity Interest inthe extent such Investment, or any together with the aggregate Investments in all Unrestricted Subsidiaries then outstanding, exceeds the amount set out in Section 6.10(a). (c) The Borrower may re-designate an Unrestricted Subsidiary as a Restricted Subsidiary (a "Re-designation") only if all Liens and Debt of, any Credit Party.of such Unrestricted Subsidiary outstanding immediately following such Re-designation if incurred at such time would have been permitted to be incurred for all purposes of this Agreement. 0010146-0000535 NYO1: 2000703970 .108

Unrestricted Subsidiaries. The Borrower(a) Designate a newly organized or Acquired Subsidiary as an Unrestricted Subsidiary unless: (ai) will cause all Indebtedness of, or Equity Interests in, any Consolidated Party which are owned by such Subsidiary (or any of its Subsidiaries) have been assigned to a Consolidated Party; (ii) the management, business requirements of Sections 6.10 have been met; and (iii) no Default shall have occurred and affairs be continuing at the time of or after giving effect to such Designation. (b) Do any of the Borrower and each Restricted following: (i) Provide a Guarantee of any Indebtedness of any Unrestricted Subsidiary; (ii) be otherwise directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; (iii) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause such Indebtedness or the payment thereof to be accelerated, payable or subject to repurchase prior to its final scheduled maturity) upon the occurrence of a default with respect to any Indebtedness of an Unrestricted Subsidiary; (iv) become a general partner of any Unrestricted Subsidiary or otherwise become personally liable for the obligations of an Unrestricted Subsidiary; (v) permit any material portion of any business conducted by any Unrestricted Subsidiary to be conducted a business which is not directly or indirectly related to a telecommunications business; (vi) permit any of its Unrestricted Subsidiaries to Guarantee any Indebtedness of a Loan Party (other than any Indebtedness under this Agreement and the other Senior Subordinated Loan Documents), unless such Unrestricted Subsidiary shall have also executed and delivered to the Senior Subordinated Administrative Agent an unsubordinated (except in such a manner accordance with the Subordination Provisions) Guarantee of the Senior Subordinated Obligations of the Loan Parties under the Senior Subordinated Loan Documents; (vii) permit any of its Unrestricted Subsidiaries to acquire any Indebtedness of any Consolidated Party (including, without limitation, by keeping separate books way of account, furnishing separate financial statements depositing money or securities with the agent or trustee thereto before due for the purpose of paying when due); or (viii) permit any of its Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties enter into a transaction or a series of the Credit Parties to be commingled) so that each Unrestricted related transactions with a Restricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any be prohibited hereunder if entered into directly by a Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Party.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of the Borrower and each Restricted The Board may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each an Unrestricted Subsidiary will be treated so long as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) neither the Company nor any Restricted Subsidiary is directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to refrain from maintaining its assets in any Indebtedness of such a manner that Subsidiary would make it costly permit (upon notice, lapse of time or difficult to segregate, ascertain or identify as its individual assets from those otherwise) any holder of any other Indebtedness of the Borrower Company or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt other Indebtedness or (ii) cause the payment of any Relevant Debt thereof to be accelerated or payable before prior to its stated maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate the fixed date provisions of Section 1011, (iv) neither the Company 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 from Persons who are not Affiliates of the Company, (v) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other equity interest in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results, and (vi) such Unrestricted Subsidiary has at least one director on which its board of directors that is not a director or executive officer of the principal Company or any of its Restricted Subsidiaries and has at least one executive officer that is not an executive officer of the Company or any of its Restricted Subsidiaries. Notwithstanding the foregoing, the Company may not designate any of its Subsidiaries existing as of the Closing Date or any successor to any of them as an Unrestricted Subsidiary and may not sell, transfer or otherwise dispose of any properties or assets of any such Relevant Debt is due and payable; andSubsidiary to an Unrestricted Subsidiary, other than in the ordinary course of business. (eb) will not permit The Board may designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided, however that (i) no Default or Event of Default has occurred and is continuing following such designation and (ii) the Company could, at the time of making such designation and giving such pro forma effect as if such designation had been made at the beginning of the applicable four quarter period, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to hold the first paragraph of Section 1010 (treating any Equity Interest in, or any Debt of, any Credit PartyIndebtedness of such Unrestricted Subsidiary as the incurrence of Indebtedness by a Restricted Subsidiary).

Unrestricted Subsidiaries. The Borrower: (a) will cause Administrative Borrower may at any time after the management, business and affairs Closing Date designate any Restricted Subsidiary of the Administrative Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Stock of the designated Subsidiary that are owned by the Borrower or any Restricted Subsidiary, immediately prior to such designation and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary to the Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, on a consolidated basis in accordance with GAAP), and such Investment shall be permitted under Section 7.03, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the Senior Notes Indenture or any refinancing thereof permitted by Section 7.01(f) or (II) any Incremental Equivalent Debt or other debt instrument, in each case of this clause (II), with a principal amount in excess of $50,000,000, (iv) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall comply with the provisions of Section 6.22 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary and (vi) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (x) the Subsidiary to be conducted in such a manner so designated and (includingy) its Subsidiaries has not, without limitationat the time of designation, by keeping separate books of accountand does not thereafter, furnishing separate financial statements of Unrestricted Subsidiaries create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to creditors and potential creditors thereof and by not permitting Properties any Indebtedness pursuant to which the lender has recourse to any of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary (other than Stock in an Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt the preceding sentence in an amount equal to the fair market value at the date of any such designation of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Borrower’s Investment in such Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Party.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of the Borrower and each Restricted Permit any Unrestricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) create, assume, incur or otherwise become or remain obligated in respect of or permit to refrain from maintaining its assets in such a manner that would make it costly or difficult be outstanding any Indebtedness, other than Indebtedness which is owed to segregate, ascertain or identify as its individual assets from those of the Borrower or any Subsidiary (to the extent the loan or advance giving rise to such Indebtedness was made in accordance with paragraph (b) of this Section 6.15) non-recourse to the Borrower and its Subsidiaries, (ii) create, assume, incur or permit to exist, or to be created, any Lien on any of its properties or assets, whether now owned or hereafter acquired, other than Liens expressly permitted by Section 6.02, (iii) Guarantee, assume, be obligated with respect to, or permit to be outstanding, any Guarantee of any obligation of any other person other than Guarantees which are non-recourse to the Borrower and its Subsidiaries or Guarantees of the Obligations or (iv) own any Equity Interests of any Subsidiary. (i) Pledge or permit the pledge of Equity Interests in any Unrestricted Subsidiary to any person (other than to the Collateral Agent as Collateral for the Obligations), or (ii) transfer any assets to, or make any loan or advance to, or Guarantee any obligations of, any Unrestricted Subsidiary or otherwise acquire for consideration evidences of Indebtedness, Equity Interests or other securities of any Unrestricted Subsidiary, other than (A) intercompany loans and advances among Unrestricted Subsidiaries and (B) investments of any kind or nature in Unrestricted Subsidiaries, together with (x) payments to Unrestricted Subsidiaries by any Loan Party under any services, management or any other contractual arrangements and (y) payments of the type referred to in clause (c) of Section 6.07 to officers, directors and employees of, and consultants to, Unrestricted Subsidiaries, in an aggregate amount not to exceed $2,500,000 in any Annual Reporting Period (provided that, so long as no Event of Default or Default shall have occurred and be continuing or would result from any investment pursuant to this clause (b)(ii) and the Consolidated Leverage Ratio of the Borrower, after giving effect to the making of any such investment pursuant to this clause (b)(ii) (and the incurrence of any Indebtedness related thereto), is less than 4.50 to 1.00, such amount shall be increased by an amount equal to the difference between (1) the portion of Excess Cash Flow (as defined in the Term Loan Credit Agreement) not required to be used by the Borrower to repay Term Loans pursuant to Section 2.13 of the Term Loan Credit Agreement (provided that prior to or contemporaneously with such investment, the Borrower shall have made any such required mandatory prepayment) and (2) any amount of such portion of Excess Cash Flow used to make Restricted Subsidiary Payments in accordance with clause (viii)(B) of the proviso to Section 6.06(a)). The amount of permitted investments in and other payments in respect of Unrestricted Subsidiaries set forth above in respect of any Annual Reporting Period commencing with the Annual Reporting Period ending on or about March 26, 2006 shall be increased by an amount equal to the difference between (i) the amount of unused permitted investments or payments for the immediately preceding Annual Reporting Period and (ii) an amount equal to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee unused permitted investment or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant payment amounts carried forward to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Partypreceding Annual Reporting Period.

Unrestricted Subsidiaries. The Borrower(a) Designate a newly organized or Acquired Subsidiary as an Unrestricted Subsidiary unless: (ai) will cause all Indebtedness of, or Equity Interests in, any Consolidated Party which are owned by such Subsidiary (or any of its Subsidiaries) have been assigned to a Consolidated Party; (ii) the management, business requirements of Sections 6.11 have been met; and (iii) no Default shall have occurred and affairs be continuing at the time of or after giving effect to such Designation. (b) Do any of the Borrower and each Restricted following: (i) Provide a Guarantee of any Indebtedness of any Unrestricted Subsidiary; (ii) be otherwise directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; (iii) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause such Indebtedness or the payment thereof to be accelerated, payable or subject to repurchase prior to its final scheduled maturity) upon the occurrence of a default with respect to any Indebtedness of an Unrestricted Subsidiary; (iv) become a general partner of any Unrestricted Subsidiary or otherwise become personally liable for the obligations of an Unrestricted Subsidiary; (v) permit any material portion of any business conducted by any Unrestricted Subsidiary to be conducted a business which is not directly or indirectly related to a telecommunications business; (vi) permit any of its Unrestricted Subsidiaries to Guarantee any Indebtedness of a Loan Party (other than any Indebtedness under this Agreement and the other Second Lien Loan Documents), unless such Unrestricted Subsidiary shall have also executed and delivered to the Second Lien Administrative Agent an unsubordinated Guarantee of the Second Lien Obligations of the Loan Parties under the Second Lien Loan Documents which Guarantee shall be secured by a security interest on substantially all of the material assets of such Unrestricted Subsidiary which is subject only to the security interest or in such a manner favor of the Senior Administrative Agent granted pursuant to Section 7.14(b)(vi) of the Senior Credit Agreement and Permitted Liens; (vii) permit any of its Unrestricted Subsidiaries to acquire any Indebtedness of any Consolidated Party (including, without limitation, by keeping separate books way of account, furnishing separate financial statements depositing money or securities with the agent or trustee thereto before due for the purpose of paying when due); or (viii) permit any of its Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties enter into a transaction or a series of the Credit Parties to be commingled) so that each Unrestricted related transactions with a Restricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any be prohibited hereunder if entered into directly by a Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Party.

Unrestricted Subsidiaries. The Borrower: (a) will cause Invest in any Unrestricted Subsidiary, Acquire any Unrestricted Subsidiary, or create any Unrestricted Subsidiary (in each case except Investments and Acquisitions in, and the managementcreation of, business and affairs any Unrestricted Subsidiary to the extent constituting the contribution of, or paid for with, Equity Interests of the Parent), or do any of the foregoing with respect to any direct or indirect subsidiary of any Unrestricted Subsidiary (whether in cash, or using, contribution of assets or equity interests (except Equity Interests of the Parent) or otherwise), provided that, so long as there exists no Default prior to and/or after giving effect to any such Investment, the Loan Parties may make Investments in, or make Acquisitions of, or create, any Unrestricted Subsidiary if such Investment is not otherwise prohibited under this Agreement provided further that in connection with each such Investment or Acquisition the value of the assets and equity interests shall be determined in good faith by the Borrower and each Restricted Subsidiary to be conducted in the fair market value of such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors assets and potential creditors thereof and by not permitting Properties equity interests on the date of the Credit Parties to be commingledapplicable Investment or Acquisition. (b) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from The Parent, the Borrower and the Restricted Subsidiaries; (b) Subsidiaries will cause each Unrestricted Subsidiary (i) not conduct any business or enter into any transaction with the Unrestricted Subsidiaries, other than on fair and reasonable terms substantially as favorable (or more favorable) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregatethe Parent, ascertain or identify as its individual assets from those of the Borrower or any such Restricted Subsidiary and as would be obtainable by the Parent, the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with an unrelated third Person (a Person other than a Subsidiary, an Unrestricted Subsidiary or an Affiliate), (ii) keep all deposit accounts, investment accounts and other accounts of the Unrestricted Subsidiaries segregated and apart from the accounts of the Borrower, the Parent and the Restricted Subsidiaries, (iii) use reasonable methods to observe all corporate formalities;(A) not commingle the business, employees and assets of the Parent, the Borrower and the Restricted Subsidiaries (other than servicing arrangements on fair and reasonable terms substantially as favorable (or more favorable) to the Parent, the Borrower or such Restricted Subsidiary as would be obtainable by the Parent, the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Unrestricted Subsidiary or an Affiliate), and (B) keep the Business of the Parent, the Borrower and the Restricted Subsidiaries separate and apart from the Unrestricted Subsidiaries. (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any The Borrower may make Investments in Unrestricted Subsidiaries using Equity Interests of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit PartyParent.

Unrestricted Subsidiaries. The Borrower: (a) will The Issuer may designate any Restricted Subsidiary as an Unrestricted Subsidiary and, subject to Section 6.17(c), any Unrestricted Subsidiary as a Restricted Subsidiary upon delivery to the Agent and the Requesting Purchasers of written notice from the Issuer; provided that (i) such Restricted Subsidiary has, after giving effect to such designation as an Unrestricted Subsidiary and any releases or terminations executed in connection therewith, no Indebtedness other than Indebtedness that is Non-Recourse Debt, (ii) such Restricted Subsidiary is a Person which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause the managementsuch Person to achieve any specified levels of operating results, business and affairs (iii) such Restricted Subsidiary does not guarantee or otherwise directly provides credit support for any Indebtedness of the Borrower and each Issuer or any of its Restricted Subsidiaries, except to the extent such guarantee or other credit support would be released or terminated upon such designation, (iv) such Restricted Subsidiary is concurrently designated as an Unrestricted Subsidiary under and in accordance with the First Lien Credit Agreement, (v) such Restricted Subsidiary has not been previously designated as an Unrestricted Subsidiary and (vi) immediately before and after such designation, (A) no Default or Event of Default shall have occurred and be continuing, (B) the Issuer shall be in pro forma compliance with Section 7.1 and (C) the representations and warranties of the Issuer and the Guarantors set forth in this Agreement and in the other Note Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designation, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be conducted true and correct in all material respects (unless already qualified by materiality in which case such a manner (including, without limitation, by keeping separate books applicable representation and warranty shall be true and correct) as of account, furnishing separate financial statements such specified earlier date. All Subsidiaries of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each an Unrestricted Subsidiary will shall also be treated as an entity separate and distinct from the Borrower and the Restricted Unrestricted Subsidiaries;. (b) will cause each The designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any Disposition of Property to an Unrestricted Subsidiary shall constitute (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify an Investment under Section 7.5 as its individual assets from those of the Borrower date of designation or any Restricted Subsidiary Disposition, as applicable, in an amount equal to the Fair Market Value of the Issuer’s investment therein and (ii) to observe all corporate formalities;a Disposition as of the date of designation or Disposition for purposes of any determination of EBITDA. (c) will notThe Issuer may designate any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery of written notice to the Agent and the Requesting Purchasers; provided that such designation (i) shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 7.5 to the extent that such Investment was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary at the date of designation in an amount equal to the Fair Market Value of the Issuer’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 7.2 and Section 7.3, as applicable, and will not permit any other (iii) shall require the Issuer to be in compliance with Section 7.1 immediately before such designation and in pro forma compliance immediately after such designation. Any designation of a Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of Issuer as an Unrestricted Subsidiary, (i) result in, or permit the holder any designation of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary as a Restricted Subsidiary and any Disposition to hold any Equity Interest inan Unrestricted Subsidiary will require the Issuer to provide the Agent and the Requesting Purchasers a certificate signed by a Responsible Officer of the Issuer certifying that such designation complied with the preceding conditions in Section 6.17(b) or Section 6.17(c), or any Debt of, any Credit Partyas applicable.

Unrestricted Subsidiaries. The BorrowerParent shall: (a) will cause the management, business and affairs of the Borrower and each Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary to maintain its own separate books and records and bank accounts, which are and will be treated as an be, in each case, separate and apart from those of any other Person (other than any other Unrestricted Subsidiary); (b) cause each Unrestricted Subsidiary to be, and at all times hold itself out to the public as, a legal entity separate and distinct from the Borrower any other Person, maintain and the Restricted Subsidiariesutilize separate invoices and checks bearing its own name and otherwise conduct its own business and own its own assets and correct any known misunderstanding regarding its separate identity (other than any other Unrestricted Subsidiary); (bc) will cause each Unrestricted Subsidiary to refrain from commingling its funds or other assets with those of any other Person (iother than any other Unrestricted Subsidiary); (d) cause each Unrestricted Subsidiary to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted other Person (other than any other Unrestricted Subsidiary); (e) cause each Unrestricted Subsidiary and (ii) to observe all corporate formalities; (cf) will not, and will shall not permit any other of the Restricted Subsidiary Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for Subsidiaries other than to the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default extent permitted under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable‎Section 9.05; and (eg) will shall not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Credit PartyRestricted Subsidiary, other than to the extent permitted under ‎Section 9.02.

Unrestricted Subsidiaries. (a) The BorrowerCompany may designate, after the Issue Date, any Subsidiary (other than Xxxxx Xxxxx GP) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (a1) will cause no Default or Event of Default shall occur and be continuing as a result of giving effect to such Designation; (2) (A) the management, business and affairs Company would be permitted by this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the Fair Market Value of the Borrower and each Company’s interest in such Subsidiary as determined in good faith by the Company’s Board of Directors, or (B) the Designation Amount is less than $1,000; (3) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingledCompany which is not simultaneously being designated an Unrestricted Subsidiary; and (4) so that each such Unrestricted Subsidiary will be treated as is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness, provided that an entity separate and distinct from Unrestricted Subsidiary may provide a Guarantee for the Borrower and the Restricted Subsidiaries;Notes. (b) will cause each Unrestricted Subsidiary (i) In the event of any such Designation, the Company shall be deemed to refrain from maintaining its assets have made an Investment constituting a Permitted Investment or a Restricted Payment pursuant to Section 4.08 hereof for all purposes of this Indenture in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities;Designation Amount. (c) will not, The Company shall not and will shall not cause or permit any other Restricted Subsidiary to, incur, assumeto at any time (1) provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries) or (2) be directly or become indirectly liable for any Debt Indebtedness of any of the Unrestricted Subsidiaries;Subsidiary. (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for For purposes of the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”)foregoing, the terms of which would, upon the occurrence Designation of a default under any Debt Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company shall be classified as a Restricted Subsidiary. (ie) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if: (1) no Default shall occur and be continuing as a result inof giving effect to such Revocation; (2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, or permit the holder of any Relevant Debt to declare a default on if incurred at such Relevant Debt or (ii) cause the payment of any Relevant Debt time, have been permitted to be accelerated or payable before the fixed date on which the principal incurred by a Restricted Subsidiary for all purposes of such Relevant Debt is due and payablethis Indenture; and (e3) will unless such redesignated Subsidiary shall not permit have any Unrestricted Indebtedness outstanding (other than Indebtedness that is simultaneously with such redesignation being designated as Permitted Indebtedness), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to hold any Equity Interest in, or any Debt of, any Credit Partyparagraph (a) of Section 4.07 hereof. (f) All Designations and Revocations must be evidenced by a Board Resolution of the Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions of this Section 4.15.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs The Board of Directors of the Borrower and each Restricted Company may designate any Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingledincluding any newly acquired or newly formed Subsidiary) so that each an Unrestricted Subsidiary will be treated so long as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) neither the Company nor any Restricted Subsidiary is directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to refrain from maintaining its assets in any Indebtedness of such a manner that Subsidiary would make it costly permit (upon notice, lapse of time or difficult to segregate, ascertain or identify as its individual assets from those otherwise) any holder of any other Indebtedness of the Borrower Company or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt other Indebtedness or (ii) cause the payment of any Relevant Debt thereof to be accelerated or payable before prior to its Stated Maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate the fixed date on which provisions of Section 10.11, (iv) neither the principal Company nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Relevant Debt is due Subsidiary other than those that might be obtained at the time from Persons who are not Affiliates of the Company and payable; and(v) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other equity interest in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results. (eb) will not permit The Board of Directors of the Company may designate any Unrestricted Subsidiary as a Restricted Subsidiary; PROVIDED, that (i) no Default or Event of Default has occurred and is continuing following such designation, (ii) the Company could incur at least US$1.00 of additional Indebtedness (except for Permitted Indebtedness) pursuant to hold the first paragraph of Section 10.10 (treating any Equity Interest inIndebtedness of such Unrestricted Subsidiary as the incurrence of Indebtedness by a Restricted Subsidiary), or any Debt ofand (iii) such designation is evidenced by a Board Resolution, any Credit Partywhich is filed with the Trustee, together with an Officer's Certificate certifying that such designation complied with the provisions of this paragraph (b).

Unrestricted Subsidiaries. The Borrower: (a) will cause The Borrower may designate any Restricted Subsidiary as an Unrestricted Subsidiary and, subject to Section 8.18(c), the managementBorrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary, business in each case, upon delivery to the Administrative Agent of written notice from the Borrower; provided that immediately before and affairs after such designation, (i) no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in pro forma compliance with Section 9.01(a) and Section 9.01(b), (iii) no Borrowing Base Deficiency not otherwise cured shall be existing or result therefrom and (iv) the representations and warranties of the Borrower and each Restricted Subsidiary the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designation, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be conducted true and correct in all material respects (unless already qualified by materiality in which case such a manner (including, without limitation, by keeping separate books applicable representation and warranty shall be true and correct) as of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries;such specified earlier date. (b) will cause each The designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any Disposition of Property to an Unrestricted Subsidiary shall constitute (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify an Investment under Section 9.05 as its individual assets from those of the Borrower date of designation or any Restricted Subsidiary Disposition, as applicable, in an amount equal to the Fair Market Value of the Borrower’s investment therein and (ii) to observe all corporate formalities;a Disposition as of the date of designation or Disposition, including for purposes of the provisions of Section 2.08. (c) will not, and will not permit The Borrower may designate any other Unrestricted Subsidiary as a Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt once upon delivery of written notice to the Administrative Agent; provided that such designation (i) shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time and (ii) shall constitute a reduction in any Investment under Section 9.05 to the extent that such Investment was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary at the date of designation in an amount equal to the Fair Market Value of the Unrestricted Subsidiaries;Borrower’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 9.02 and Section 9.03, as applicable. (d) will not, and will not permit any Any designation of a Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of as an Unrestricted Subsidiary, (i) result in, or permit the holder any designation of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary as a Restricted Subsidiary and any Disposition to hold any Equity Interest inan Unrestricted Subsidiary will require the Borrower to provide the Administrative Agent a certificate signed by a Responsible Officer of the Borrower certifying that such designation complied with the preceding conditions in Section 8.18(a), Section 8.18(b) or any Debt ofSection 8.18(c), any Credit Partyas applicable.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs The Board of Directors of the Borrower and each Restricted Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each an Unrestricted Subsidiary will be treated so long as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) neither the Company nor any Restricted Subsidiary is directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to refrain from maintaining its assets in any Indebtedness of such a manner that Subsidiary would make it costly permit (upon notice, lapse of time or difficult to segregate, ascertain or identify as its individual assets from those otherwise) any holder of any other Indebtedness of the Borrower Company or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt other Indebtedness or (ii) cause the payment of any Relevant Debt thereof to be accelerated or payable before prior to its stated maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate the fixed date on which provisions of Section 1011, (iv) neither the principal Company 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 of such Relevant Debt redesignation from persons who are not Affiliates of the Company, (v) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other equity interest in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results and (vi) such Unrestricted Subsidiary has at least one director on its Board of Directors that is due not a director or executive officer of the Company or any of its Restricted Subsidiaries and payable; andhas at least one executive officer that is not a director or executive officer of the Company or any of its Restricted Subsidiaries. Notwithstanding the foregoing, the Company may not designate any of its Subsidiaries existing as of the Closing Date or any successor to any of them as an Unrestricted Subsidiary and may not sell, transfer or otherwise dispose of any properties or assets of any such Subsidiary to an Unrestricted Subsidiary, other than in the ordinary course of business. (eb) will not permit The Board of Directors of the Company may designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Default or Event of Default has occurred and is continuing following such designation and (ii) the Company could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to hold the first paragraph of Section 1010 (treating any Equity Interest in, or any Debt of, any Credit PartyIndebtedness of such Unrestricted Subsidiary as the incurrence of Indebtedness by a Restricted Subsidiary).

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of the Borrower and each Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, , (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Party.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs The Board of Directors of the Borrower and each Restricted Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each an Unrestricted Subsidiary will be treated so long as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) neither the Company nor any Restricted Subsidiary is directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to refrain from maintaining its assets in any Indebtedness of such a manner that Subsidiary would make it costly permit (upon notice, lapse of time or difficult to segregate, ascertain or identify as its individual assets from those otherwise) any holder of any other Indebtedness of the Borrower Company or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt other Indebtedness or (ii) cause the payment of any Relevant Debt thereof to be accelerated or payable before prior to its Stated Maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate the fixed date on which provisions of Section 1011, (iv) neither the principal Company nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Relevant Debt is due Subsidiary other than those that might be obtained at the time from Persons who are not Affiliates of the Company and payable; and(v) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other equity interest in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results. Notwithstanding the foregoing, the Company may not designate Custom Foods or Quality Foods as an Unrestricted Subsidiary and may not sell, transfer or otherwise dispose of any properties or assets of Custom Foods or Quality Foods to an Unrestricted Subsidiary, other than in the ordinary course of business. (eb) will not permit The Board of Directors of the Company may designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that such designation will be deemed to hold be an incurrence of Indebtedness by a Restricted Subsidiary of any Equity Interest in, outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (i) such Indebtedness is permitted under Section 1010 and (ii) no Default or any Debt of, any Credit PartyEvent of Default will have occurred and be continuing following such designation.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs The Company may designate a subsidiary (including a newly formed or newly acquired subsidiary) of the Borrower Company or any of its Subsidiaries as an Unrestricted Subsidiary; provided that (i) immediately after giving effect to the transaction, the Company could incur $1.00 of additional Indebtedness pursuant to the first sentence of Section 4.12 and each Restricted Subsidiary to be conducted in (ii) such a manner (including, without limitation, by keeping separate books designation is at the time permitted under Section 4.11. Notwithstanding any provisions of account, furnishing separate financial statements this covenant all subsidiaries of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each an Unrestricted Subsidiary will shall be treated as an entity separate and distinct from the Borrower and the Restricted Unrestricted Subsidiaries;. (b) will cause each The Company shall not, and shall not permit any of its Subsidiaries to, take any action or enter into any transaction or series of transactions that would result in a Person (other than a newly formed subsidiary having no outstanding Indebtedness (other than Indebtedness to the Company or a Subsidiary) at the date of determination) becoming a Subsidiary (whether through an acquisition, the redesignation of an Unrestricted Subsidiary or otherwise) unless, after giving effect to such action, transaction or series of transactions on a pro forma basis, (i) the Company could incur at least $1.00 of additional Indebtedness pursuant to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those the first sentence of the Borrower or any Restricted Subsidiary Section 4.12 and (ii) to observe all corporate formalities;no Default or Event of Default would occur. (c) will notSubject to the preceding provisions of this Section 4.19, and will not permit any other Restricted an Unrestricted Subsidiary to, incur, assume, guarantee or may be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for redesignated as a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence Subsidiary. The designation of a default under any Debt subsidiary as an Unrestricted Subsidiary or the designation of an Unrestricted SubsidiarySubsidiary as a Subsidiary in compliance with the preceding provisions of this Section 4.19 shall be made by the Board of Directors pursuant to a Board Resolution delivered to the Trustee and shall be effective as of the date specified in such Board Resolution, (i) result in, or permit which shall not be prior to the holder of any Relevant Debt date such Board Resolution is delivered to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Trustee. Any Unrestricted Subsidiary shall become a Subsidiary if it incurs any Indebtedness other than Non-Recourse Indebtedness. If at any time Indebtedness of an Unrestricted Subsidiary which was Non-Recourse Indebtedness no longer so qualifies, such Indebtedness shall be deemed to hold any Equity Interest in, or any Debt of, any Credit Partyhave been incurred when such Non-Recourse Indebtedness becomes Indebtedness.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of the The Borrower and each Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any Restricted Subsidiaries to, create or otherwise designate any Subsidiary as an Unrestricted Subsidiary unless the terms set forth in the definition of Unrestricted Subsidiary are complied with respect to such Subsidiary and no Default would result from the designation, creation and operation of such Unrestricted Subsidiary. (b) The Borrower will not, and will not permit any Restricted Subsidiaries to, without the prior written consent of the Majority Lenders, change the characterization of a Subsidiary from a Restricted Subsidiary to an Unrestricted Subsidiary or an Unrestricted Subsidiary to a Restricted Subsidiary; provided, however, the prior written consent of the Majority Lenders shall not be required to (i) change the characterization of an Unrestricted Subsidiary to a Restricted Subsidiary if (A) no Default or Event of Default shall have occurred and be continuing at such time or would result therefrom, (B) after giving effect to such re-characterization, each of the representations and warranties made by the Borrower in the Loan Documents shall be true and correct in all material respects, (C) such Subsidiary shall have complied with the provisions of Section 8.09(d) and (D) the Borrower provides the Agent five (5) days advance written notice of its intent to re-characterize such Subsidiary or (ii) change the characterization of a Restricted Subsidiary to an Unrestricted Subsidiary if (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and on the date of such recharacterization, all investments made by the Borrower or any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries;in such (dc) The Borrower will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Partyfail to comply with the requirements set forth in the definition of "Unrestricted Subsidiary."

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and each its Restricted Subsidiary Subsidiaries to be conducted in such a manner (including, without limitation, including by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties Borrower and its Restricted Subsidiaries, on the one hand, and each of the Unrestricted Subsidiaries, on the other hand, to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; Subsidiaries (b) will cause each Unrestricted Subsidiary except (i) with respect to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those the treatment for tax purposes of the Borrower or any Restricted Subsidiary holding any interest in an Unrestricted Subsidiary that is regarded as a partnership and (ii) to observe all corporate formalitiesfor the common management/directorship between the Borrower and any Unrestricted Subsidiary); (cb) will not, and will not permit any other of the Restricted Subsidiary Subsidiaries to, incur, assumeassume or suffer to exist any Guarantee by the Borrower or such Restricted Subsidiary of, guarantee or be or become liable for any Debt of any of the Unrestricted SubsidiariesSubsidiary; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (ec) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Credit PartyRestricted Subsidiary; (d) will not permit any Unrestricted Subsidiary to have any Debt other than Non-Recourse Debt; (e) will not permit any Unrestricted Subsidiary to be a party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary of the Borrower unless the terms of any such agreement, contract, arrangement or understanding are not otherwise prohibited by the terms of the Loan Papers; (f) will not, nor will it permit any of its Restricted Subsidiaries to, have any direct or indirect obligation (i) to subscribe for additional Equity Interests of such Person or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (g) will not permit any Unrestricted Subsidiary to Guarantee or otherwise directly or indirectly provide credit support for any Debt of the Borrower or any of its Restricted Subsidiaries.

Unrestricted Subsidiaries. The BorrowerSo long as no Default or Event of Default has occurred and is continuing, and after giving effect to such designation, no Default or Event of Default would result therefrom, US Borrower or any Wholly Owned Subsidiary of US Borrower may designate one or more Subsidiaries that are not Borrowers or Guarantors (each such Subsidiary, and each of its Subsidiaries, each an “Unrestricted Subsidiary”), which Unrestricted Subsidiaries shall be subject to the following: (a) will cause the management, business and affairs of the Borrower and each Restricted No Unrestricted Subsidiary shall be deemed to be conducted in such a manner (including“Restricted Person” or a “Subsidiary” of US Borrower for purposes of this Agreement or any other Loan Document, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each no Unrestricted Subsidiary will shall be treated subject to or included within the scope of any provision herein or in any other Loan Document, including without limitation any representation, warranty, covenant or Event of Default herein or in any other Loan Document, except as an entity separate and distinct from the Borrower and the Restricted Subsidiaries;set forth in this Section 7.10. (b) will cause each No Restricted Person shall guarantee or otherwise become liable in respect of any Indebtedness of, grant any Lien on any of its property to secure any Indebtedness of or other obligation of, or provide any other form of credit support to, any Unrestricted Subsidiary (i) Subsidiary, and no Restricted Person shall enter into any contract or agreement with any Unrestricted Subsidiary, except on terms no less favorable to refrain from maintaining its assets such Restricted Person, as applicable, than could be obtained in a comparable arm’s length transaction with a non-Affiliate of such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities;Person. (c) will notBorrowers shall at all times maintain, as between Restricted Persons and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries;, the separate existence of each Unrestricted Subsidiary. (d) will notRestricted Persons shall notify each Lender Party, and will not permit later than five (5) Business Days after any executive officer of Restricted Persons has knowledge of, any claim, including any claim under any Environmental Law, or any notice of potential liability under any Environmental Law, asserted against any Unrestricted Subsidiary toor with respect to any Unrestricted Subsidiary’s properties that would reasonably be expected to result in a Material Adverse Change, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments stating that such notice is being given pursuant to which the this Section 7.10. US Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit may designate any Unrestricted Subsidiary to hold any Equity Interest inbecome a Restricted Person if a Default or Event of Default is not continuing, such designation would not result in a Default or any Debt ofan Event of Default, any Credit Partyand immediately thereafter such Subsidiary has no outstanding Indebtedness. Immediately thereafter, US Borrower shall promptly notify the Administrative Agent of such designation and provide to it an officer’s certificate that such designation was made in compliance with this Section 7.10.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of the Borrower and each Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) The Company will not, and will not permit any Restricted Subsidiary to, permit create or otherwise designate any credit agreement for Subsidiary as an Unrestricted Subsidiary if (i) a senior credit facilityBorrowing Base Deficiency exists, (ii) a loan agreement for a senior credit facilityDefault or Event of Default exists or would result from such creation or designation, a note purchase agreement for including under Section 9.03(p), (iii) such Subsidiary owes or incurs Debt other than Non- Recourse Debt, Debt under Section 9.01(j), and Debt owed to the sale Company and any of promissory notes its Restricted Subsidiaries in connection with investments, loans or an indenture governing capital markets debt instruments pursuant to which advances (including, without limitation, contingent obligations) made in compliance with Section 9.03(n) or (p), or (iv) such creation or designation shall result in the Borrower creation or imposition of any claim or Lien on any assets of the Company or any Restricted Subsidiary is a borrowerSubsidiary. Notwithstanding the foregoing, issuer in no event may the Board of Directors of the Company designate OEI-Louisiana, OERI or guarantor Ocean Canada as an Unrestricted Subsidiary. (the “Relevant Debt”b) Without limitation of Section 9.21(a), the terms Company will not, and will not permit any Restricted Subsidiaries to, without the prior written consent of which wouldthe Majority Lenders, upon change the occurrence characterization of a default under any Debt Subsidiary from a Restricted Subsidiary to an Unrestricted Subsidiary or an Unrestricted Subsidiary to a Restricted Subsidiary; provided, however, the prior written consent of the Majority Lenders shall not be required to (i) change the characterization of an Unrestricted SubsidiarySubsidiary to a Restricted Subsidiary if (A) no Default or Event of Default shall have occurred and be continuing at such time or would result therefrom, (iB) result inafter giving effect to such re- characterization, or permit each of the holder representations and warranties made by the Company and OEI-Louisiana in the Loan Documents to which each is a party shall be true and correct in all material respects, and (C) the Company provides the Administrative Agent five (5) days advance written notice of any Relevant Debt its intent to declare a default on re- characterize such Relevant Debt Subsidiary or (ii) cause change the payment characterization of any Relevant Debt a Restricted Subsidiary to an Unrestricted Subsidiary if (A) no Default or Event of Default shall have occurred and be accelerated continuing or payable before would result therefrom (including a violation of Section 9.03(p)), and on the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit recharacterization, all investments made by the Company or any other Restricted Subsidiary in such Restricted Subsidiary prior to the date of such re-characterization shall be investments in an Unrestricted Subsidiary subject to hold Section 9.03(p), (B) if the Restricted Subsidiary owns any Equity Interest inOil and Gas Properties which are included in the Borrowing Base, or any Debt ofthe Borrowing Base shall be reduced by an amount reasonably determined at the time by the Technical Agents to reflect the contribution to the Borrowing Base of the Properties so owned, any Credit Partyand (C) the Company provides the Administrative Agent five (5) days advance written notice of its intent to re- characterize such Subsidiary.

Unrestricted Subsidiaries. (a) The Parent Entity may at any time designate any Subsidiary (other than the Borrower) as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that: (ai) will cause the managementimmediately before and after such designation (or re-designation), business and affairs no Event of the Borrower and each Restricted Subsidiary to Default shall be conducted in continuing, unless such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiariesre-designation is otherwise required under this Agreement; (bii) will cause each the Parent Entity shall be in compliance, on a Pro Forma Basis, with Section 6.08; (iii) no Subsidiary may be designated as an Unrestricted Subsidiary (i) to refrain from maintaining if such Subsidiary or any of its assets in such a manner that would make it costly Subsidiaries owns any Equity Interests of, or difficult to segregateowns or holds any Lien on any property of, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) of the Parent Entity that is not a Subsidiary of the Subsidiary to observe all corporate formalitiesbe so designated or if such Subsidiary has Indebtedness outstanding that is recourse to the Parent Entity or any Restricted Subsidiary; (civ) will notno Subsidiary may be designated as an Unrestricted Subsidiary if, and will not permit any other after such designation, it would be a “Restricted Subsidiary to, incur, assume, guarantee or be or become liable Subsidiary” for any Debt the purpose of any Material Indebtedness of the Unrestricted Subsidiaries;any Loan Party; and (dv) will not, and will not permit in the case of any Restricted designation of any Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of as an Unrestricted Subsidiary, (i) result inafter giving effect thereto on a Pro Forma Basis, or permit the holder Unrestricted Subsidiary Cap shall be satisfied as of any Relevant Debt to declare a default on such Relevant Debt or the last day of the then most recently ended Test Period and (ii) the Parent Entity shall cause the payment of any Relevant Debt Unrestricted Subsidiary Cap to be accelerated or payable before satisfied as of the fixed date on which the principal last day of such Relevant Debt is due and payable; andeach subsequent Test Period. (eb) will not permit The designation of any Unrestricted Subsidiary as a Restricted Subsidiary will constitute the incurrence at the time of designation (or, solely in the case of any such designation made to hold satisfy the Unrestricted Subsidiary Cap, the 91st day following such designation) of any Equity Interest inIndebtedness and Liens of such Subsidiary existing at such time; provided that, if any such designations made to satisfy the Unrestricted Subsidiary Cap and the operation of this Section 5.10(b) would cause, without giving effect to the 90-day grace period herein, a breach of Section 6.01 or 6.02, the Parent Entity shall use its commercially reasonable efforts to cause it and its Restricted Subsidiaries to comply as promptly as practicable with Section 6.01 and/or 6.02, as applicable, including causing one or more of such newly-designated Restricted Subsidiaries to become Guarantors (subject to any Debt of, any Credit Partylimitations under agreements of such Subsidiaries or applicable Law).

Unrestricted Subsidiaries. The Borrower(a) Designate a newly organized or Acquired Subsidiary as an Unrestricted Subsidiary unless: (ai) will cause all Indebtedness of, or Equity Interests in, any Consolidated Party which are owned by such Subsidiary (or any of its Subsidiaries) have been assigned to a Consolidated Party; (ii) the management, business requirements of Sections 6.11 have been met; and (iii) no Default shall have occurred and affairs be continuing at the time of or after giving effect to such Designation. (b) Do any of the Borrower and each Restricted following: (i) Provide a Guarantee of any Indebtedness of any Unrestricted Subsidiary; (ii) be otherwise directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; (iii) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause such Indebtedness or the payment thereof to be accelerated, payable or subject to repurchase prior to its final scheduled maturity) upon the occurrence of a default with respect to any Indebtedness of an Unrestricted Subsidiary; (iv) become a general partner of any Unrestricted Subsidiary or otherwise become personally liable for the obligations of an Unrestricted Subsidiary; (v) permit any material portion of any business conducted by any Unrestricted Subsidiary to be conducted in a business which is not directly or indirectly related to a telecommunications business; (vi) permit any of its Unrestricted Subsidiaries to Guarantee any Indebtedness of a Loan Party (other than any Indebtedness under this Agreement and the other Loan Documents), unless such Unrestricted Subsidiary shall have also executed and delivered to the Administrative Agent an unsubordinated Guarantee of the Obligations of the Loan Parties under the Loan Documents which Guarantee shall be secured by a manner security interest on substantially all of the material assets of such Unrestricted Subsidiary; (vii) permit any of its Unrestricted Subsidiaries to acquire any Indebtedness of any Consolidated Party (including, without limitation, by keeping separate books way of account, furnishing separate financial statements depositing money or securities with the agent or trustee thereto before due for the purpose of paying when due); or (viii) permit any of its Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties enter into a transaction or a series of the Credit Parties to be commingled) so that each Unrestricted related transactions with a Restricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any be prohibited hereunder if entered into directly by a Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Party.

Unrestricted Subsidiaries. The Borrower: (a) will cause During all Unrestricted Periods, Invest in any Unrestricted Subsidiary, Acquire any Unrestricted Subsidiary, or create any Unrestricted Subsidiary (in each case except Investments and Acquisitions in, and the managementcreation of, business any Qualified Unrestricted Subsidiary to the extent constituting the contribution of, or paid for with, Equity Interests of the Parent), or do any of the foregoing with respect to any direct or indirect subsidiary of any Unrestricted Subsidiary (whether in cash, or using, contribution of assets or equity interests (except Equity Interests of the Parent) or otherwise), provided that, so long as there exists no Default prior to and/or after giving effect to any such Investment, the Loan Parties may make Investments in, or make Acquisitions of, or create, any Qualified Unrestricted Subsidiary in an amount which, in the aggregate at any one time outstanding for all Unrestricted Subsidiary Investments, Acquisitions and affairs creations of Unrestricted Subsidiaries by all Loan Parties, does not exceed Net Investments of $50,000,000 (excluding (i) for the avoidance of doubt, transaction costs and (ii) up to $15,000,000 in actual value of Identified Assets that have been used to make an initial Investment (which such value shall be determined based on the consideration contributed by the Other Investor in connection with such Other Investor’s initial Equity Interests in such Investment); provided that notwithstanding anything herein to the contrary, in an Investment with the Identified Assets, the value of Identified Assets shall exclude the value of any non-cash consideration for such Other Investor’s Equity Interest (to the extent that such non-cash consideration is not acquired in anticipation of such Investment)) after the First Amendment Effective Date (specifically including all amounts expended constituting Investments in, and Acquisitions of, Unrestricted Subsidiaries in the calculation of Net Investments for both Restricted Periods and Unrestricted Periods after the First Amendment Effective Date), provided further that in connection with each such Investment or Acquisition the value of the assets and equity interests shall be determined in good faith by the Borrower to be the fair market value of such assets and equity interests on the date of the applicable Investment or Acquisition. For the avoidance of doubt, (i) all Investments made, Acquisitions made and all related expenditures of monies contributed, advanced, loaned or otherwise invested in Unrestricted Subsidiaries (but not including transaction costs), shall be included in the determination of Net Investments regardless of (A) when made (during Restricted Periods or otherwise, but only after the First Amendment Effective Date) or (B) whether such Unrestricted Subsidiary was a Qualified Unrestricted Subsidiary on the date of such action or on any date of determination and (ii) the only manner in which any portion of the $50,000,000 limitation for Qualified Unrestricted Subsidiaries may be replenished or reinstated is through replenishment from time to time as cash is received by a Loan Party after the First Amendment Effective Date from Qualified Unrestricted Subsidiaries in Dollars and used to repay the Term Loans in accordance with, and to the extent permitted by, the definition of Net Investments, whether during Restricted Periods or Unrestricted Periods. (b) During Restricted Periods only, Invest in any Unrestricted Subsidiary, Acquire any Unrestricted Subsidiary, or create any Unrestricted Subsidiary (in each case except Investments and Acquisitions in, and the creation of, any Qualified Unrestricted Subsidiary to the extent constituting the contribution of, or paid for with, Equity Interests of the Parent), or do any of the foregoing with respect to any direct or indirect subsidiary of any Unrestricted Subsidiary (whether in cash, or using, contribution of assets or equity interests (except Equity Interests of the Parent) or otherwise), provided that, so long as there exists no Default prior to and/or after giving effect to any such Investment, Acquisition or creation, the Loan Parties may make Investments in, or make Acquisitions of, or create, any Qualified Unrestricted Subsidiary in an amount which, in the aggregate for all monies expended by the Parent, the Borrower and their Restricted Subsidiaries constituting Investments in, Acquisitions of or creations of, all Unrestricted Subsidiaries during Restricted Periods, does not exceed the amount of the unused Investment Basket, inclusive of any Investments in, Acquisitions of or creations of, all Unrestricted Subsidiaries during Unrestricted Periods pursuant to Section 7.17(a), provided further that in connection with each Restricted Subsidiary such Investment, acquisition, or creation, the value of the assets and equity interests shall be determined in good faith by the Borrower to be conducted the fair market value of such assets and equity interests on the date of each such Investment, Acquisition or creation. For the avoidance of doubt, all Investments in, Acquisitions of, and creations of, and all related expenditures of monies contributed, advanced, loaned or otherwise invested in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries (but not including transaction costs), shall be included in the calculation of amount of investments made for this determination under subsection (b) of Section 7.17 to creditors and potential creditors thereof and by not permitting Properties the extent made during a Restricted Period irrespective of the Credit Parties to be commingled) so that each whether any Unrestricted Subsidiary will was a Qualified Unrestricted Subsidiary on the date of such action or on any date of determination and (ii) the Investment Basket may not be treated as an entity separate and distinct from replenished under any circumstance for any reason. (c) During all periods, the Parent, the Borrower and the Restricted Subsidiaries; (b) Subsidiaries will cause each Unrestricted Subsidiary (i) not conduct any business or enter into any transaction with the Unrestricted Subsidiaries, other than on fair and reasonable terms substantially as favorable (or more favorable) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregatethe Parent, ascertain or identify as its individual assets from those of the Borrower or any such Restricted Subsidiary and as would be obtainable by the Parent, the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with an unrelated third Person (a Person other than a Subsidiary, an Unrestricted Subsidiary or an Affiliate), (ii) to observe keep all corporate formalities; (c) will notdeposit accounts, investment accounts and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any accounts of the Unrestricted Subsidiaries segregated and apart from the accounts of the Borrower, the Parent and the Restricted Subsidiaries;, (iii) use reasonable methods to (A) not commingle the business, employees and assets of the Parent, the Borrower and the Restricted Subsidiaries (other than servicing arrangements on fair and reasonable terms substantially as favorable (or more favorable) to the Parent, the Borrower or such Restricted Subsidiary as would be obtainable by the Parent, the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Unrestricted Subsidiary or an Affiliate), and (B) keep the Business of the Parent, the Borrower and the Restricted Subsidiaries separate and apart from the Unrestricted Subsidiaries. (d) will notFor the avoidance of doubt, and any designation by the Borrower of an Unrestricted Subsidiary as a Restricted Subsidiary will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for increase or replenish the sale Investment Basket or the $50,000,000 basket set forth in subsection (a) above (irrespective of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted whether such Unrestricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Qualified Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and). (e) will not permit any The Borrower may make Investments in Qualified Unrestricted Subsidiary to hold any Subsidiaries using Equity Interest in, or any Debt of, any Credit PartyInterests of the Parent.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of each of the Borrower and each its Restricted Subsidiary Subsidiaries to be conducted in such a manner (including, without limitation, including by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties Borrower and its Restricted 127 Subsidiaries, on the one hand, and each of the Unrestricted Subsidiaries, on the other hand, to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; Subsidiaries (b) will cause each Unrestricted Subsidiary except (i) with respect to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those the treatment for tax purposes of the Borrower or any Restricted Subsidiary holding any interest in an Unrestricted Subsidiary that is regarded as a partnership and (ii) to observe all corporate formalitiesfor the common management/directorship between the Borrower and any Unrestricted Subsidiary); (cb) will not, and will not permit any other of the Restricted Subsidiary Subsidiaries to, incur, assumeassume or suffer to exist any Guarantee by the Borrower or such Restricted Subsidiary of, guarantee or be or become liable for any Debt of any of the Unrestricted SubsidiariesSubsidiary; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (ec) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Credit PartyRestricted Subsidiary; (d) will not permit any Unrestricted Subsidiary to have any Debt other than Non-Recourse Debt; (e) will not permit any Unrestricted Subsidiary to be a party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary of the Borrower unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Borrower; (f) will not, nor will it permit any of its Restricted Subsidiaries to, have any direct or indirect obligation (i) to subscribe for additional Equity Interests of such Person or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (g) will not permit any Unrestricted Subsidiary to Guarantee or otherwise directly or indirectly provide credit support for any Debt of the Borrower or any of its Restricted Subsidiaries.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of the each of Borrower and each Restricted Subsidiary its Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing maintaining separate financial statements policies of Unrestricted Subsidiaries to creditors and potential creditors thereof insurance and by not permitting Properties of the Credit Parties Borrower and its respective Subsidiaries to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; Subsidiaries (b) will cause each Unrestricted Subsidiary except (i) with respect to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those the treatment for tax purposes of the Borrower or any Restricted Subsidiary holding any interest in an Unrestricted Subsidiary that is regarded as a partnership and (ii) to observe all corporate formalitiesfor the common management/directorship between the Borrower and any Unrestricted Subsidiary); (cb) except for unsecured Guaranty Obligations as permitted by Section 7.3(e), will not, and will not permit any other of the Restricted Subsidiary Subsidiaries to, incur, assume, guarantee assume or suffer to exist Guaranty Obligations or be or become liable for any Debt Indebtedness of any of Unrestricted Subsidiary; (c) will not permit any Unrestricted Subsidiary to hold any equity interest in, or any Indebtedness of, the Unrestricted SubsidiariesBorrower or any Restricted Subsidiary; (d) will not, and will not permit any Restricted Unrestricted Subsidiary to, permit to have any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Indebtedness other than Non-Recourse Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and; (e) will not permit any Unrestricted Subsidiary to hold be a party to any Equity Interest inagreement, contract, arrangement or understanding with the Borrower or any Debt ofRestricted Subsidiary of the Borrower unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Borrower; (f) will not, nor will it permit any Credit Partyof its Restricted Subsidiaries to, have any direct or indirect obligation (i) to subscribe for additional equity interests of such Person or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (g) will not permit any Unrestricted Subsidiary to Guarantee or otherwise directly or indirectly provide credit support for any Indebtedness of the Borrower or any of its Restricted Subsidiaries.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs The Board of Directors of the Borrower and each Restricted Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each an Unrestricted Subsidiary will be treated so long as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) neither the Company nor any Restricted Subsidiary is directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to refrain from maintaining its assets in any Indebtedness of such a manner that Subsidiary would make it costly permit (upon notice, lapse of time or difficult to segregate, ascertain or identify as its individual assets from those otherwise) any holder of any other Indebtedness of the Borrower Company or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt other Indebtedness or (ii) cause the payment of any Relevant Debt thereof to be accelerated or payable before prior to its stated maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate the fixed date provisions of Section 1011, (iv) neither the Company 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 from persons who are not Affiliates of the Company, (v) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other equity interest in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results, and (vi) such Unrestricted Subsidiary has at least one director on which its Board of Directors that is not a director or executive officer of the principal Company or any of its Restricted Subsidiaries. Notwithstanding the foregoing, the Company may not designate any of its Subsidiaries existing as of the Closing Date or any successor to any of them as an Unrestricted Subsidiary and may not sell, transfer or otherwise dispose of any properties or assets of any such Relevant Debt is due and payable; andSubsidiary to an Unrestricted Subsidiary, other than in the ordinary course of business. (eb) will not permit The Board of Directors of the Company may designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Default or Event of Default has occurred and is continuing following such designation and (ii) the Company could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to hold the first paragraph of Section 1010 (treating any Equity Interest in, or any Debt of, any Credit PartyIndebtedness of such Unrestricted Subsidiary as the incurrence of Indebtedness by a Restricted Subsidiary).

Unrestricted Subsidiaries. (a) The BorrowerCompany may designate, after the Issue Date, any Subsidiary (other than Xxxxx Xxxxx GP as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (a1) will cause no Default or Event of Default shall occur and be continuing as a result of giving effect to such Designation; (2) (A) the management, business and affairs Company would be permitted by this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the Fair Market Value of the Borrower and each Company’s interest in such Subsidiary as determined in good faith by the Company’s Board of Directors, or (B) the Designation Amount is less than $1,000; (3) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingledCompany which is not simultaneously being designated an Unrestricted Subsidiary; and (4) so that each such Unrestricted Subsidiary will be treated as is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness, provided that an entity separate and distinct from Unrestricted Subsidiary may provide a Guarantee for the Borrower and the Restricted Subsidiaries;Notes. (b) will cause each Unrestricted Subsidiary (i) In the event of any such Designation, the Company shall be deemed to refrain from maintaining its assets have made an Investment constituting a Permitted Investment or a Restricted Payment pursuant to Section 4.08 hereof for all purposes of this Indenture in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities;Designation Amount. (c) will not, The Company shall not and will shall not cause or permit any other Restricted Subsidiary to, incur, assumeto at any time (1) provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries) or (2) be directly or become indirectly liable for any Debt Indebtedness of any of the Unrestricted Subsidiaries;Subsidiary. (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for For purposes of the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”)foregoing, the terms of which would, upon the occurrence Designation of a default under any Debt Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company shall be classified as a Restricted Subsidiary. (ie) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if: (1) no Default shall occur and be continuing as a result inof giving effect to such Revocation; (2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, or permit the holder of any Relevant Debt to declare a default on if incurred at such Relevant Debt or (ii) cause the payment of any Relevant Debt time, have been permitted to be accelerated or payable before the fixed date on which the principal incurred by a Restricted Subsidiary for all purposes of such Relevant Debt is due and payablethis Indenture; and (e3) will unless such redesignated Subsidiary shall not permit have any Unrestricted Indebtedness outstanding (other than Indebtedness that is simultaneously with such redesignation being designated as Permitted Indebtedness), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to hold any Equity Interest in, or any Debt of, any Credit Partyparagraph (a) of Section 4.07 hereof. (f) All Designations and Revocations must be evidenced by a Board Resolution of the Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions of this Section 4.18.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs of the Borrower and each Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) OEI will not, and will not permit any Restricted Subsidiary to, permit create or otherwise designate any credit agreement for Subsidiary as an Unrestricted Subsidiary if (i) a senior credit facilityBorrowing Base Deficiency exists, (ii) a loan agreement for a senior credit facilityDefault or Event of Default exists or would result from such creation or designation, a note purchase agreement for including under Section 9.03(p), (iii) such Subsidiary owes or incurs Debt other than Non-Recourse Debt, Debt under Section 9.01(j), and Debt owed to OEI and any of its Restricted Subsidiaries in connection with investments, loans or advances (including, without limitation, contingent obligations) made in compliance with Section 9.03(n) or (p), or (iv) such creation or designation shall result in the sale creation or imposition of promissory notes any claim or an indenture governing capital markets debt instruments pursuant to which the Borrower Lien on any assets of OEI or any Restricted Subsidiary is a borrowerSubsidiary. Notwithstanding the foregoing, issuer in no event may the Board of Directors of OEI designate the Company, Norfolk or guarantor UMC Canada as an Unrestricted Subsidiary. (the “Relevant Debt”b) Without limitation of Section 9.21(a), OEI will not, and will not permit any Restricted Subsidiaries to, without the terms prior written consent of which wouldthe Majority Lenders, upon change the occurrence characterization of a default under any Debt Subsidiary from a Restricted Subsidiary to an Unrestricted Subsidiary or an Unrestricted Subsidiary to a Restricted Subsidiary; provided, however, the prior written consent of the Majority Lenders shall not be required to (i) change the characterization of an Unrestricted SubsidiarySubsidiary to a Restricted Subsidiary if (A) no Default or Event of Default shall have occurred and be continuing at such time or would result therefrom, (iB) result inafter giving effect to such re-characterization, or permit each of the holder representations and warranties made by OEI and the Company in the Loan Documents to which each is a party shall be true and correct in all material respects, and (C) OEI provides the Administrative Agent five (5) days advance written notice of any Relevant Debt its intent to declare a default on re-characterize such Relevant Debt Subsidiary or (ii) cause change the payment characterization of any Relevant Debt a Restricted Subsidiary to an Unrestricted Subsidiary if (A) no Default or Event of Default shall have occurred and be accelerated continuing or payable before would result therefrom (including a violation of Section 9.03(p)), and on the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit recharacterization, all investments made by OEI or any other Restricted Subsidiary in such Restricted Subsidiary prior to the date of such re-characterization shall be investments in an Unrestricted Subsidiary subject to hold Section 9.03(p), (B) if the Restricted Subsidiary owns any Equity Interest inOil and Gas Properties which are included in the Borrowing Base, or any Debt ofthe Borrowing Base shall be reduced by an amount reasonably determined at the time by the Technical Agents to reflect the contribution to the Borrowing Base of the Properties so owned, any Credit Partyand (C) OEI provides the Administrative Agent five (5) days advance written notice of its intent to re-characterize such Subsidiary.

Unrestricted Subsidiaries. (a) The BorrowerCompany may designate, after the Issue Date, any Subsidiary (other than Xxxxx Xxxxx GP) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (a1) will cause no Default or Event of Default shall occur and be continuing as a result of giving effect to such Designation; (2) (A) the management, business and affairs Company would be permitted by this Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the Fair Market Value of the Borrower and each Company’s interest in such Subsidiary as determined in good faith by the Company’s Board of Directors, or (B) the Designation Amount is less than $1,000; (3) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingledCompany which is not simultaneously being designated an Unrestricted Subsidiary; and (4) so that each such Unrestricted Subsidiary will be treated as is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness; provided that an entity separate and distinct from Unrestricted Subsidiary may provide a Guarantee for the Borrower and the Restricted Subsidiaries;Notes. (b) will cause each Unrestricted Subsidiary (i) In the event of any such Designation, the Company shall be deemed to refrain from maintaining its assets have made an Investment constituting a Permitted Investment or a Restricted Payment pursuant to Section 4.08 hereof for all purposes of this Indenture in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities;Designation Amount. (c) will not, The Company shall not and will shall not cause or permit any other Restricted Subsidiary to, incur, assumeto at any time: (1) provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries) or (2) be directly or become indirectly liable for any Debt Indebtedness of any of the Unrestricted Subsidiaries;Subsidiary. (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for For purposes of the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”)foregoing, the terms of which would, upon the occurrence Designation of a default under any Debt Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company shall be classified as a Restricted Subsidiary. (ie) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if: (1) no Default shall occur and be continuing as a result inof giving effect to such Revocation; (2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, or permit the holder of any Relevant Debt to declare a default on if incurred at such Relevant Debt or (ii) cause the payment of any Relevant Debt time, have been permitted to be accelerated or payable before the fixed date on which the principal incurred by a Restricted Subsidiary for all purposes of such Relevant Debt is due and payablethis Indenture; and (e3) will unless such redesignated Subsidiary shall not permit have any Unrestricted Indebtedness outstanding (other than Indebtedness that is simultaneously with such redesignation being designated as Permitted Indebtedness), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to hold any Equity Interest in, or any Debt of, any Credit Partyparagraph (a) of Section 4.07 hereof. (f) All Designations and Revocations must be evidenced by a Board Resolution of the Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions of this Section 4.18.

Unrestricted Subsidiaries. The Borrower: (a) will cause the management, business and affairs The Board of Directors of the Borrower and each Restricted Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each an Unrestricted Subsidiary will be treated so long as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) will cause each Unrestricted Subsidiary (i) neither the Company nor any Restricted Subsidiary is directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to refrain from maintaining its assets in any Indebtedness of such a manner that Subsidiary would make it costly permit (upon notice, lapse of time or difficult to segregate, ascertain or identify as its individual assets from those otherwise) any holder of any other Indebtedness of the Borrower Company or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt other Indebtedness or (ii) cause the payment of any Relevant Debt thereof to be accelerated or payable before prior to its Stated 80 88 Maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate the fixed date on which provisions of Section 1011, (iv) neither the principal Company nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Relevant Debt is due Subsidiary other than those that might be obtained at the time from Persons who are not Affiliates of the Company and payable; and(v) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other equity interest in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results. (eb) will not permit The Board of Directors of the Company may designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that (i) no Default or Event of Default has occurred and is continuing following such designation and (ii) the Company could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to hold the first paragraph of Section 1010 (treating any Equity Interest in, or any Debt of, any Credit PartyIndebtedness of such Unrestricted Subsidiary as the incurrence of Indebtedness by a Restricted Subsidiary).

Unrestricted Subsidiaries. (a) The BorrowerBoard of Directors of the Company may designate after the Issue Date any of the Company’s Subsidiaries as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (2) (x) the Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation) pursuant to paragraph (a) will cause of Section 4.08 or as a Permitted Payment or Permitted Investment in an amount (the management, business and affairs “Designation Amount”) equal to the greater of (1) the net book value of the Borrower Company’s interest in such Subsidiary calculated in accordance with GAAP and each (2) the Fair Market Value of the Company’s interest in such Subsidiary as determined in good faith by the Company’s Board of Directors, or (y) the Designation Amount is less than $1,000; (3) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary; (4) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness; provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and (5) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by obtained at the time from Persons who are not permitting Properties Affiliates of the Credit Parties Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to be commingled) so that each such Unrestricted Subsidiary will shall be treated as an entity separate and distinct from the Borrower and the deemed a Restricted Subsidiaries;Payment. (b) will cause each Unrestricted Subsidiary In the event of any such Designation, the Company shall be deemed, for all purposes of this Indenture, to have made an Investment equal to the Designation Amount that, as designated by the Company, constitutes a Restricted Payment pursuant to paragraph (ia) to refrain from maintaining its assets in such of Section 4.08 or a manner that would make it costly Permitted Payment or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities;Permitted Investment. (c) will not, The Company shall not and will shall not cause or permit any other Restricted Subsidiary to, incur, assumeto at any time: (1) provide credit support for, guarantee or be subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) or enter into or become a party to any agreement, contract, arrangement or understanding with any Unrestricted Subsidiary, the terms of which, together with the terms of all other agreements, contracts, arrangements and understandings with such Unrestricted Subsidiary, taken as a whole, in the good-faith judgment of the Board of Directors, are less favorable to the Company and the Restricted Subsidiaries than those that would be available in a comparable transaction in arm’s-length dealings with a party that is not an Affiliate of the Company; provided that this Section 4.15 shall not be deemed to prevent Permitted Investments, Restricted Payments or Permitted Payments in Unrestricted Subsidiaries that are otherwise allowed under this Indenture, or (2) be directly or indirectly liable for any Debt Indebtedness of any Unrestricted Subsidiary (other than by pledge of the Unrestricted Subsidiaries;Capital Stock thereof). (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale For purposes of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”)this Section 4.15, the terms of which would, upon the occurrence Designation of a default under any Debt Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary. (ie) result inThe Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if: (1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; (2) all Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, or permit the holder of any Relevant Debt to declare a default on if incurred at such Relevant Debt or (ii) cause the payment of any Relevant Debt time, have been permitted to be accelerated or payable before the fixed date on which the principal incurred for all purposes of such Relevant Debt is due and payablethis Indenture; and (e3) will unless such redesignated Subsidiary shall not permit have any Unrestricted Indebtedness outstanding (other than Indebtedness that would be Permitted Debt), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Debt) pursuant to hold any Equity Interest in, or any Debt of, any Credit PartySection 4.07. (f) All Designations and Revocations shall be evidenced by a Board Resolution of the Board of Directors of the Company delivered to the Trustee certifying compliance with the provisions of this Section 4.15.

Unrestricted Subsidiaries. The BorrowerCompany may, from time to time, by written notice to each Bank, designate a Subsidiary as an Unrestricted Subsidiary (referred to herein as an "Unrestricted Subsidiary") provided that each of the following conditions is satisfied: (a) will cause the management, business and affairs of the Borrower and each Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each proposed Unrestricted Subsidiary will shall not be treated as an entity separate and distinct from a Material Subsidiary existing on the Borrower and the Restricted SubsidiariesClosing Date; (b) will cause each the aggregate Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregateIndebtedness of all Unrestricted Subsidiaries, ascertain or identify as its individual assets from those including the Unrestricted Subsidiary Indebtedness of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalitiesproposed Unrestricted Subsidiary, shall not exceed $40,000,000; (c) will notthe proposed Unrestricted Subsidiary shall have no financial obligations, liabilities or dealings of any kind with the Company or any Material Subsidiary of the Company, except for (i) ordinary overhead allocations, (ii) marketing agreements, administration agreements and other agreements which the Company customarily enters into with its Subsidiaries so long as the terms of such agreements are no less favorable to the Company than the terms of agreements the Company enters into with its other Subsidiaries, and will not permit any (iii) other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt customary inter-corporate dealings so long as the terms of any such dealings are no less favorable to the Company than the terms of dealings the Unrestricted Company enters into with its other Subsidiaries;; and (d) will not, and will the proposed Unrestricted Subsidiary shall not permit any Restricted Subsidiary tohave, permit to exist or incur any credit agreement for a senior credit facilityundertaking, a loan agreement for a senior credit facilityindebtedness, a note purchase agreement for the sale of promissory notes obligation or an indenture governing capital markets debt instruments other liability pursuant to which recourse may be made to the Borrower Company or any Restricted Material Subsidiary is of the Company, and neither the Company nor any Material Subsidiary of the Company shall be or become a borrowerguarantor or surety of, issuer or guarantor otherwise be or become responsible in any manner (whether by support agreement or agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services, or otherwise) with respect to any undertaking, indebtedness, obligation or other liability of such proposed Unrestricted Subsidiary; provided, however, that the “Relevant Debt”proposed Unrestricted Subsidiary shall be permitted to engage in the types of transactions prohibited by this Section 7A.1(d), and the terms of which wouldCompany shall be permitted to provide guarantees and sureties, upon if the occurrence of a default Company's obligations under any Debt of an Unrestricted Subsidiarysuch transactions, guaranties and sureties (i) result in, or permit are expressly subordinated to the holder of any Relevant Debt to declare a default on such Relevant Debt or Company's obligations under this Agreement and (ii) cause shall not exceed $2,000,000 in the payment of aggregate for any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit any one Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit PartySubsidiary.

Unrestricted Subsidiaries. The Borrower: Subject only to no continuing Specified Event of Default, the Borrower will be permitted to designate (or re-designate) any existing or subsequently acquired or organized restricted subsidiary as an “unrestricted subsidiary” and designate (or re-designate) any such unrestricted subsidiary as a restricted subsidiary provided only that (a) will cause the management, business no Specified Default exists or would result therefrom and affairs of the Borrower and each Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries; (b) if such designation or re-designation would result in a reduction in Excess Availability of 10% or more, the Borrower shall submit an updated Borrowing Base Certificate at the time the designation or re-designation is made. The designation of any unrestricted subsidiary as a restricted subsidiary will cause be deemed to be an incurrence at the time of such designation of indebtedness of such subsidiary or of liens on the assets of such subsidiary, in each Unrestricted Subsidiary (i) case, outstanding on the date of such designation. The designation of any subsidiary as an unrestricted subsidiary will constitute an investment in an amount equal to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those the fair market value of the Borrower subsidiary designated for purposes of the investments negative covenant. Unrestricted subsidiaries will not be subject to the representations and warranties, covenants or events of default of the ABL Loan Documents, the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of determining any financial ratio or covenant contained in the ABL Loan Documents and any cash or cash equivalents of any unrestricted subsidiary will not be taken into account for purposes of any net debt test under the ABL Loan Documents. Any unrestricted subsidiary must also be unrestricted under the First Lien Term Facility (or any Restricted Subsidiary replacement or refinancing facilities in respect thereof and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of in effect at the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal time of such Relevant Debt is due and payable; and (e) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Credit Partydesignation).

Unrestricted Subsidiaries. The BorrowerSo long as no Default or Event of Default has occurred and is continuing, and immediately after giving effect to such designation on a pro forma basis, no Default or Event of Default would result therefrom, the Company or any wholly- owned Subsidiary of the Company may designate one or more Subsidiaries as Unrestricted Subsidiaries (each such Subsidiary, and each of its Subsidiaries, an “Unrestricted Subsidiary”), which Unrestricted Subsidiaries shall be subject to the following: (a) will cause the management, business and affairs No Unrestricted Subsidiary shall be deemed to be a “Restricted Person” or a “Subsidiary” of the Borrower Company for purposes of this Agreement or any other Loan Document, and each Restricted Subsidiary to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Credit Parties to be commingled) so that each no Unrestricted Subsidiary will shall be treated subject to or included within the scope of any provision herein or in any other Loan Document, including without limitation any representation, warranty, covenant or Event of Default herein or in any other Loan Document, except as an entity separate and distinct from the Borrower and the Restricted Subsidiaries;set forth in this Section 7.09. (b) will cause each No Restricted Person shall guarantee or otherwise become liable in respect of any Indebtedness of, grant any Lien on any of its property (other than its Equity Interests in an Unrestricted Subsidiary (iSubsidiary) to refrain from maintaining its assets secure any Indebtedness of or other obligation of, or provide any other form of credit support to, any Unrestricted Subsidiary, and no Restricted Person shall enter into any contract or agreement with any Unrestricted Subsidiary, except on terms no less favorable to such Restricted Person, as applicable, than could be obtained in a comparable arm’s length transaction with a non-Affiliate of such a manner Restricted Person; provided, Restricted Persons may guarantee trade accounts payable of Unrestricted Subsidiaries that would make it costly or difficult arise in the ordinary course of business in an amount not to segregate, ascertain or identify as its individual assets from those exceed five percent (5%) of the Borrower or any Restricted Subsidiary and (ii) to observe all corporate formalities;Company’s Consolidated Net Tangible Assets. (c) will notThe Company shall at all times maintain, as between Restricted Persons and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries;, the separate existence of each Unrestricted Subsidiary. (d) will notRestricted Persons shall notify each Lender Party, and will not permit later than five (5) Business Days after any executive officer of Restricted Persons has knowledge of, any claim, including any claim under any Environmental Law, or any notice of potential liability under any Environmental Law, asserted against any Unrestricted Subsidiary toor with respect to any Unrestricted Subsidiary’s properties that would reasonably be expected to result in a Material Adverse Effect, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments stating that such notice is being given pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; and (e) will not permit this Section 7.09. The Company may designate any Unrestricted Subsidiary to hold any Equity Interest inbecome a Restricted Person if a Default or Event of Default is not continuing, such designation would not, immediately after giving effect thereto, result in a Default or any Debt ofan Event of Default, any Credit Partyand immediately thereafter such Subsidiary has no outstanding Indebtedness. Immediately thereafter, Company shall promptly notify Administrative Agent of such designation and provide to it an officer’s certificate that such designation was made in compliance with this Section 7.09.