Common use of Designation of Subsidiaries Clause in Contracts

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower 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 continuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation as set forth in the definition of Investment. 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 existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition of Investment.

Designation of Subsidiaries. The Borrower Board of Directors may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower 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 continuing, (ii) in the case other than for purposes of the designation of designating a Restricted Subsidiary as an Unrestricted Subsidiary as that is a Restricted SubsidiarySecuritization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Parent Borrower could incur $1.00 of Permitted Ratio Debtshall be in compliance with the Financial Covenants (calculated on a Pro Forma Basis), or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any of the Senior Notes or any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date Effective Date, shall constitute an Investment by the Parent Borrower therein at the date of designation as set forth in the definition of “Investment. .” 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 existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the definition of “Investment.” Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of Holdings (other than the Borrower Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Total Net Leverage Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would on a Pro Forma Basis shall be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, greater than 5.75:1.00 and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent DebtSpecified Indebtedness, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiarythereof. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower Holdings therein at the date of designation as set forth in an amount equal to the definition Fair Market Value of such Investment. 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 existing at such time and (ii) a return on any Investment by the Borrower Holdings in Unrestricted Subsidiaries pursuant to the definition preceding sentence in an amount equal to the Fair Market Value of Investmentsuch Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary (other than any Restricted Subsidiary that was previously an Unrestricted Subsidiary) of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing, (ii) the Borrower shall be in compliance, on a Pro Forma Basis, with the case Financial Performance Covenant recomputed as of the designation last day of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, Test Period and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryother Indebtedness of the Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or its Subsidiary’s (as set forth in the definition of Investmentapplicable) investment therein. 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 existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition preceding sentence in an amount equal to the fair market value at the date of Investmentsuch designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designate) any Restricted Subsidiary of 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 (i) immediately before and after such designation (or re-designation), no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior FinancingIncremental Term Commitments or Refinancing Indebtedness, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iviii) no Restricted the Investment resulting from the designation of such Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryas described in the immediately succeeding sentence is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value as set forth determined by the Borrower in good faith of the definition of InvestmentBorrower’s or a Subsidiary’s (as applicable) Investment therein. 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 existing at such time and (ii) a return on any Investment by the Borrower or the applicable Subsidiary in Unrestricted Subsidiaries pursuant to the definition preceding sentence in an amount equal to the fair market value as determined by the Borrower in good faith at the date of Investmentsuch designation of the Borrower’s or a Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) other than in the case of the designation of a joint venture in existence on the Closing Date that thereafter becomes a Subsidiary (an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (iib) other than in the case of the designation of an Excluded Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, Holdings, the Borrower could incur $1.00 of Permitted Ratio Debtand the Restricted Subsidiaries shall be in compliance, or on a Pro Forma Basis, with the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect theretocovenants set forth in Section 7.10, (iiic) the Borrower shall not be designated as an Unrestricted Subsidiary, and (d) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, if it would be is a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiarySubordinated Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower applicable Restricted Companies therein at the date of designation as set forth in an amount equal to the net book value (or, in the definition of Investment. The designation case of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Closing Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) Subsidiary), the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at Person outstanding on such time and (ii) a return date will be deemed to have been incurred by such Person on any Investment by such date for purposes of Section 7.03, but will not be considered the Borrower in Unrestricted Subsidiaries pursuant to the definition sale or issuance of InvestmentEquity Interests for purposes of Section 7.05.

Designation of Subsidiaries. The board of directors of the Lead Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower 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 continuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect theretoPayment Conditions shall have been satisfied, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary ifif such Subsidiary is a Borrower or if such Subsidiary owns any property of the type (e.g., after such designationInventory and Accounts) included in the Tranche A Borrowing Base or the FILO Borrowing Base, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of the Senior Notes, the Term Loan Facility or any Junior Financing, any Incremental Equivalent Debtas applicable, any Permitted Ratio Debt or any Permitted Refinancing thereof and (ivv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Lead Borrower therein at the date of designation in an amount equal to the net book value of the Lead Borrower’s or Restricted Subsidiary’s (as set forth in the definition of Investmentapplicable) investment therein. 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 existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition of Investmenttime.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that (ia) other than in the case of the designation of a joint venture in existence on the Closing Date that thereafter becomes a Subsidiary (an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall have occurred and be continuing, (iib) other than in the case of the designation of an Excluded Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, Holdings, the Borrower could incur $1.00 of Permitted Ratio Debtand the Restricted Subsidiaries shall be in compliance, or on a Pro Forma Basis, with the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect theretocovenants set forth in Section 7.10, (iiic) the Borrower shall not be designated as an Unrestricted Subsidiary, and (d) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, if it would be is a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiarySubordinated Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower applicable Restricted Companies therein at the date of designation as set forth in an amount equal to the net book value (or, in the definition of Investment. The designation case of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Closing Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) Subsidiary), the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at Person outstanding on such time and (ii) a return date will be deemed to have been incurred by such Person on any Investment by such date for purposes of Section 7.03, but will not be considered the Borrower in Unrestricted Subsidiaries pursuant to the definition sale or issuance of InvestmentEquity Interests for purposes of Section 7.05.

Designation of Subsidiaries. The Borrower may at any time after the Closing Effective Date designate (x) any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or (y) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation on a pro forma basis, no Event of Default shall have occurred and be continuing, continuing and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary (A) if it would be is a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted third party Material Indebtedness for borrowed money of the Borrower pursuant to which a Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an “Unrestricted Subsidiary” or (B) unless each Subsidiary of such Subsidiary has been designated as an “Unrestricted Subsidiary” in accordance with this Section. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Borrower’s or its Subsidiary’s (as set forth in the definition of Investmentapplicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence Incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in such Unrestricted Subsidiaries pursuant Subsidiary in an amount equal to the definition Fair Market Value at the date of Investmentsuch designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower 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 continuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 shall be in compliance, on a Pro Forma Basis, with the covenant set forth in Section 7.10 as if then in effect (and regardless of Permitted Ratio Debtwhether the financial covenant set forth in Section 7.10 is required to be tested at such date), or and, as a condition precedent to the Consolidated Cash Interest Coverage Ratio would be no less that effectiveness of any such designation, the Consolidated Cash Interest Coverage Ratio immediately prior Borrower shall deliver to giving effect theretothe Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, if it would be is a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof as applicable and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Signing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or its Subsidiary’s (as set forth in the definition of Investmentapplicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiy) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition preceding sentence in an amount equal to the fair market value at the date of Investmentsuch designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) that, immediately before and after such designation, (i) no Default or Event of Default shall have occurred and be continuing, continuing and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior FinancingIncremental Debt, any Incremental Equivalent Debt, any Permitted Ratio Debt Indebtedness incurred pursuant to Section 7.03(v), or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryJunior Financing. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value as set forth determined in good faith by the definition Borrower of Investmentthe Borrower’s or its Subsidiary’s (as applicable) Investment therein. 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 existing at such time and (ii) a return Return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of Investmentsuch designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Dutch Borrower may at any time after the Closing Effective Date designate (x) any Restricted Subsidiary of the Dutch Borrower as an Unrestricted Subsidiary or (y) any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary (such designation pursuant to this clause (y), a “Subsidiary Redesignation”); provided that (i) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing, including pursuant to Section 6.12 for the most recently ended Test Period on a Pro Forma Basis, and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted Indebtedness of the Dutch Borrower pursuant to which a Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an “Unrestricted Subsidiary. .” The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Dutch Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Dutch Borrower’s or its Subsidiary’s (as set forth in the definition of Investmentapplicable) investment therein. 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 existing at such time and (ii) a return on any Investment by the Dutch Borrower in Unrestricted Subsidiaries pursuant in an amount equal to the definition Fair Market Value at the date of Investmentsuch designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower Holdings may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower Holdings as an Unrestricted Subsidiary 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, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower Holdings could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that than the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Refinancing Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower Holdings therein at the date of designation as set forth in the definition of “Investment. .” 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 existing at such time and (ii) a return on any Investment by the Borrower Holdings in Unrestricted Subsidiaries pursuant to the definition of “Investment.”

Designation of Subsidiaries. The Board of Directors of the Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, in each case, upon written notice to the Lender; provided that (i) immediately before and after such designation, no Default the designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall have occurred and be continuingconstitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Borrower’s investment therein subject to pro forma compliance with the Payment Conditions, (ii) in the case of 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 Subsidiary existing at such time, (iii) the Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case, unless no Event of Default shall have occurred or be continuing immediately before and after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The , and (vi) no Unrestricted Subsidiary may own any Intellectual Property material and necessary for the operation of the assets of the Loan Parties and their Subsidiaries, taken as a whole, unless following such designation of any Subsidiary as an Unrestricted Subsidiary after Subsidiary, such Intellectual Property shall continue to be subject to a royalty-free, non-exclusive license in favor of the Closing Date shall constitute an Investment by Lender for the Borrower therein at purpose of the date Lender’s exercise of designation as set forth rights and remedies under the Loan Documents in connection with the definition of Investment. 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 existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition of InvestmentCollateral.

Designation of Subsidiaries. The Borrower may Board of Directors may, at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that (i) immediately before and after such designation, (i) no Default or Event of Default shall have occurred and be continuing, continuing and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financingthe Revolving Credit Facility, any Incremental Equivalent Debt, any Permitted Ratio Debt the First Lien Term Loan Agreement or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiarySubordinated Indebtedness. The For purposes of Section 7.4 hereof, the designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute be deemed to be an Investment acquisition by the Borrower therein Issuer of the Equity Interests of such Unrestricted Subsidiary at the date of designation as set forth for a purchase price and investments equal to (x) if such Restricted Subsidiary is being acquired by a Note Party on such date of designation, the total aggregate value of all consideration (including all Earnouts) paid by such Note Party for such acquisition and (y) in all other cases, the definition fair market value of Investmentthe assets of such Restricted Subsidiary at such date of designation. 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 existing at such time and (ii) and, for purposes of Section 7.4, a return on any Investment investment by the Borrower Issuer in Unrestricted Subsidiaries pursuant equal to the definition fair market value of Investmentthe assets of such Subsidiary at such date of designation. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower Parent may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided Subsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer of the Parent specifying such designation and certifying that the following conditions to such designation are satisfied: (ia) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuingcontinuing or would result therefrom; (b) the Parent shall be in compliance on a Pro Forma Basis with the Financial Covenants, recomputed as of the last day of the applicable Test Period; (iic) in the case of the a designation of a Subsidiary as an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to each subsidiary of such designation, the Borrower could incur $1.00 of Permitted Ratio DebtSubsidiary has been, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect theretoconcurrently therewith will be, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of in accordance with this Section 6.10; and (d) in no event shall any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted such Subsidiary or any subsidiary of such Subsidiary owns Intellectual Property material to the business of Parent and its Subsidiaries taken as a whole (excluding such Subsidiary). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at Parent in such Subsidiary on the date of designation in an amount equal to the fair market value of the Parent’s or its Subsidiary’s (as set forth in applicable) Investment therein (as reasonably determined by a Responsible Officer of the definition of InvestmentParent). 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 existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition of Investmenttime.

Designation of Subsidiaries. The Borrower Holdings may at designate (or re-designate) any time after the Closing Date designate any Restricted Subsidiary of the Borrower that is an Excluded Subsidiary as an Unrestricted Subsidiary Electing Guarantor and may designate (or re-designate) any Unrestricted Subsidiary Electing Guarantor as a Restricted an Excluded Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iii) no Subsidiary may be designated as an Unrestricted Excluded Subsidiary if, after such designation, if it would be is a “Restricted Subsidiary” guarantor for the purpose of any Secured Notes Documents, ABL Loan Documents, Existing Credit Agreement Documents, Existing Notes Documents or any other Junior Financing, (ii) any Incremental Equivalent Debt, any Permitted Ratio Debt such designation (or any Permitted Refinancing thereof and (ivredesignation) no Restricted Subsidiary may be designated of an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary Electing Guarantor as an Unrestricted Excluded Subsidiary after the Closing Date shall (x) constitute an Investment by Holdings or the Borrower relevant Subsidiary, as applicable, therein at the date of designation in an amount equal to the fair market value (as set forth determined in good faith by Holdings) of the definition Investments held by Holdings and/or the applicable Subsidiaries in such Electing Guarantor immediately prior to such designation and such Investments shall otherwise be permitted hereunder and (y) not be done for the purpose of Investment. The designation of effectuating any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute Liability Management Transaction, (iiii) the incurrence at the time of designation of any Investment, Indebtedness or Liens of any Subsidiary designated (or re-designated) as an Electing Guarantor or an Excluded Subsidiary, as applicable, shall be deemed to be incurred after giving effect to such designation and such incurrence shall otherwise be permitted hereunder and (iv) after giving effect to any re-designation of an Electing Guarantor as an Excluded Subsidiary, such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition of Investmentshall be an Immaterial Subsidiary.

Designation of Subsidiaries. The board of directors of the Parent Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower 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 continuing, (ii) in the case other than for purposes of the designation of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary (as defined in the CF Agreement) in connection with the establishment of a Restricted SubsidiaryQualified Securitization Financing (as defined in the CF Agreement), immediately after giving effect to such designation, the Senior Secured Leverage Ratio for the Test Period immediately preceding such designation is less than or equal to 4.5 to 1.0 (calculated on a Pro Forma Basis) (and, as a condition precedent to the effectiveness of any such designation, the Parent Borrower could incur $1.00 shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, such test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financingthe CF Facilities, any Incremental Equivalent Debtthe Senior Interim Loan Facility, any Permitted Ratio Debt the Senior Subordinated Interim Loan Facility, the Senior Notes, the Senior Subordinated Notes, the Exchange Notes or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryother Junior Financing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower therein at the date of designation as set forth in an amount equal to the definition net book value of Investmentthe Parent Borrower’s investment therein. 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 existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition of Investmenttime.

Designation of Subsidiaries. The board of directors (or equivalent governing body or any committee thereof) of the Borrower may at any time after the Closing Date designate (or redesignate) any Restricted Subsidiary of the Borrower subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation (including after the reclassification of the investments, indebtedness and Liens pursuant to the last sentence of this Section 5.10), no Default or Event of Default shall have occurred and be continuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Total Leverage Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would shall be no less that greater than 6.50:1.00 calculated on a Pro Forma Basis as of the Consolidated Cash Interest Coverage Ratio immediately last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, prior to giving effect theretosuch designation, (iii) no Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, if it would be is a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt the Revolving Credit Agreement (or any Permitted Refinancing thereof equivalent provision under any documentation governing any Revolving Facility or Second Lien Facility) or any other Indebtedness in excess of the Threshold Amount and (iv) as of the date of the designation thereof no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryshall own any Capital Stock in the Borrower or its Subsidiaries or hold any Indebtedness of, or any Lien on any property of the Borrower or its Subsidiaries. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation as set forth in the definition of Investment. 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 existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant an amount equal to the definition portion of Investment.the fair market value of the net assets of such

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) that, immediately before and after such designation, (i) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00, (ii) no Default or Event of Default shall have occurred and be continuing, continuing and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iiiiiiii ) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior FinancingIncremental Debt, any Incremental Equivalent Debt, any Permitted Ratio Debt Indebtedness incurred pursuant to Section 7.03(v), or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryJunior Financing. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value as set forth determined in good faith by the definition Borrower of Investmentthe Borrower’s or its Subsidiary’s (as applicable) Investment therein. 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 existing at such time and (ii) a return Return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of Investmentsuch designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The board of directors of the Lead Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower 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 continuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect theretoPayment Conditions shall have been satisfied, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary ifif such Subsidiary is a Borrower or if such Subsidiary owns any property of the type (e.g. Inventory and Accounts) included in the Tranche A Borrowing Base or the FILO Borrowing Base, after such designation, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Junior Financingthe Senior Notes, any Incremental Equivalent Debtthe Senior Subordinated Notes, any Permitted Ratio Debt the Subordinated Discount Notes or any Permitted Refinancing thereof the Term Loan Facility, as applicable, and (ivv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Lead Borrower therein at the date of designation in an amount equal to the net book value of the Lead Borrower’s or Restricted Subsidiary’s (as set forth in the definition of Investmentapplicable) investment therein. 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 existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition of Investmenttime.

Designation of Subsidiaries. The board of directors of the Parent Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designationdesignation (on a pro forma basis for purposes of Section 7.15), no Default shall have occurred and be continuing, (iib) in the case of the immediately after giving effect to any designation of an Unrestricted Old Subsidiary as a Restricted an Unrestricted Subsidiary, the Total Leverage Ratio for the Test Period immediately preceding such designation is less than or equal to 3.5 to 1.0 (calculated on a pro forma basis after giving effect to such designation) (and, as a condition precedent to the effectiveness of any such designation, the Parent Borrower could incur $1.00 shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, such test) and (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financingthe Senior Unsecured Interim Loan Facilities, any Incremental Equivalent Debtthe Senior Notes, any Permitted Ratio Debt the Senior Unsecured Exchange Notes or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryother Junior Financing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower therein at the date of designation as set forth in an amount equal to the definition net book value of Investmentthe Parent Borrower’s investment therein. 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 existing at such time and (ii) a return on any Investment by the Borrower Loan Parties in Unrestricted Subsidiaries pursuant to the definition preceding sentence in an amount equal to the net book value at the date of Investmentsuch designation of the Loan Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt Specified Indebtedness or any Permitted Refinancing thereof and (iviii) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation as set forth in an amount equal to the definition greater of Investment(x) the Fair Market Value of such Investment at the date of designation and (y) the sum of (i) the aggregate amount paid to acquire such Unrestricted Subsidiary, if applicable, plus (ii) the aggregate amount of Investments made by the Borrower and its Subsidiaries in such Unrestricted Subsidiary on or prior to the date of designation. 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 existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition preceding sentence in an amount equal to the Fair Market Value of Investmentsuch Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after designate, by written notice to the Closing Date designate Administrative Agent, any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (iib) in the case of the designation of Borrower may not be designated as an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, and (iiic) no Subsidiary may be designated as or continue as an Unrestricted Subsidiary if, after such designation, if it would be is a “Restricted Subsidiary” for the purpose purposes of any Junior Financingthe Revolving Credit Facility Agreement, any Incremental Equivalent Debtthe Second Lien Notes Documents, any Permitted Ratio Incremental Equivalent Debt or any Permitted Credit Agreement Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryIndebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or its Subsidiary’s (as set forth in applicable) investment therein. No Unrestricted Subsidiary shall at any time own any Capital Stock or Indebtedness of, or own or hold any Lien on, any property of the definition Borrower or any Restricted Subsidiary and no Unrestricted Subsidiary shall incur any Indebtedness pursuant to which any lender has recourse to any assets of Investmentthe Borrower or any Restricted Subsidiary (other than Capital Stock of such 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 existing at such time and (ii) time. No Unrestricted Subsidiary, once designated as a return on any Investment by the Borrower in Restricted Subsidiary, may thereafter be redesignated as an Unrestricted Subsidiaries pursuant to the definition of InvestmentSubsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Effective Date designate any Restricted Subsidiary (other than any Borrower Party or (after the Collateral and Guarantee Release Date) Safari or any other parent of the a Borrower Party) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation on a Pro Forma Basis as of the end of the most recent Test Period, no Event of Default shall have occurred and be continuing, continuing and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryMaterial Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Borrower’s or its Subsidiary’s (as set forth in the definition of Investmentapplicable) investment therein. 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 existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition preceding sentence in an amount equal to the Fair Market Value at the date of Investmentsuch designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower 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 continuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would Payment Condition shall be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect theretosatisfied, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of the Term Loan Credit Agreement, the Senior2021 Notes, Existingthe 2024 Notes or any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof Financing and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value as set forth determined in good faith by the definition Borrower of Investmentthe Borrower’s or its Subsidiary’s (as applicable) Investment therein. 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 existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of Investmentsuch designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Amendment and Restatement Effective Date designate any Restricted Subsidiary of the Borrower 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 continuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior FinancingSecured High Yield Notes, any Incremental Equivalent Debt, any Permitted Ratio Debt Unsecured High Yield Notes or any Permitted Refinancing thereof Junior Financing and (iviii) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Amendment and Restatement Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value as set forth determined in good faith by the definition Borrower of Investmentthe Borrower’s or its Subsidiary’s (as applicable) Investment therein. 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 existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of Investmentsuch designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower Parent may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided Subsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer of the Parent specifying such designation and certifying that the following conditions to such designation are satisfied: (ia) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuingcontinuing or would result therefrom; (b) the Parent shall be in compliance on a Pro Forma Basis with the Financial Covenants, recomputed as of the last day of the applicable Test Period; (iic) in the case of the a designation of a Subsidiary as an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to each subsidiary of such designation, the Borrower could incur $1.00 of Permitted Ratio DebtSubsidiary has been, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect theretoconcurrently therewith will be, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of in accordance with this Section 6.10; and (d) in no event shall any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted such Subsidiary or any subsidiary of such Subsidiary owns Intellectual Property material to the business of Parent and its Subsidiaries taken as a whole (excluding such Subsidiary). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at Parent in such Subsidiary on the date of designation in an amount equal to the fair market value of the 108 Parent’s or its Subsidiary’s (as set forth in applicable) Investment therein (as reasonably determined by a Responsible Officer of the definition of InvestmentParent). 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 existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition of Investmenttime.

Designation of Subsidiaries. The Board of Directors of Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary 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 or be continuingcontinuing or result therefrom, (ii) the documentation related to the Permanent Securities (or any documentation related to any Permitted Refinancing Indebtedness in the case respect thereof) or any other Indebtedness of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, any Loan Party and (iii) no Subsidiary the Borrower and the Restricted Subsidiaries may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated not Guarantee Indebtedness incurred by an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower parent of such Subsidiary therein at the date of designation as set forth in an amount equal to the definition fair market value of Investmentthe parent’s investment therein. 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 existing at such time and (ii) a return on any Investment by the Borrower Loan Parties in Unrestricted Subsidiaries pursuant to the definition preceding sentence in the amount equal to the fair market value at the date of Investmentsuch designation of the Loan Parties’ (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, neither the borrower under the Revolving Credit Agreement nor any direct or indirect parent of such entity that is a Subsidiary of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary 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 continuingcontinuing or would result therefrom, (ii) in such Subsidiary also shall have been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to the case covenants) under the Senior Notes, any Incremental Equivalent Debt, Permitted External Refinancing Indebtedness, any Credit Agreement Refinancing Indebtedness and any Permitted Refinancing of any of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of foregoing (and successive Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, Refinancing thereof) and (iii) no Subsidiary may shall be designated as an Unrestricted Subsidiary ifif it owns, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financingor holds an exclusive license to, any Incremental Equivalent Debtintellectual property that is material to the Borrower and its Subsidiaries, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiarytaken as a whole. The designation of any Subsidiary as an Unrestricted Subsidiary on or after the Closing Restatement Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal the fair market value of the Borrower’s or its Subsidiary’s (as set forth in applicable) Investment therein (including the definition of Investment. The designation aggregate (undiscounted) principal amount of any Unrestricted Indebtedness owed by such Subsidiary as a to any Loan Party or Restricted Subsidiary shall constitute (i) the incurrence at the time of such designation). The Investment resulting from such designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower must otherwise be in Unrestricted Subsidiaries pursuant to the definition of Investmentcompliance with Section 7.

Designation of Subsidiaries. The Borrower may Board of Directors may, at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that (i) immediately before and after such designation, (i) no Default or Event of Default shall have occurred and be continuing, continuing and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt the Term Loan Facility or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiarySubordinated Indebtedness. The For purposes of Section 7.4 hereof, designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute be deemed to be an Investment acquisition by a Borrower of the Borrower therein Equity Interests of such Unrestricted Subsidiary at the date of designation as set forth for a purchase price and investments equal to (x) if such Restricted Subsidiary is being acquired by a Loan Party on such date of designation, the total aggregate value of all consideration (including all Earnouts) paid by such Loan Party for such acquisition and (y) in all other cases, the definition fair market value of Investmentthe assets of such Restricted Subsidiary at such date of designation. 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 existing at such time and (ii) and, for purposes of Section 7.4 a return on any Investment investment by the Borrower Issuer in Unrestricted Subsidiaries pursuant equal to the definition fair market value of Investmentthe assets of such Subsidiary at such date of designation. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower board of directors of the Parent Borrower, an authorized committee thereof, or an officer to whom such authority has been delegated by the board or such committee, may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, continuing and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to any designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the Parent Borrower shall be in compliance, on a Pro Forma Basis, with the financial covenant set forth in Section 7.15 (whether or not such covenant is required to be complied with at such time) recomputed as of the most recent Test Period (and, as a condition precedent to the effectiveness of any such designation, the Parent Borrower could incur $1.00 shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, such test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of the Senior Notes or any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt Financing or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryother Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower therein at the date of designation as set forth in an amount equal to the definition net book value of Investmentthe Parent Borrower’s investment therein. 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 existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition of Investmenttime.

Designation of Subsidiaries. The board of directors of the Lead Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower 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 continuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect theretoPayment Conditions shall have been satisfied, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary ifif such Subsidiary is a Borrower or if such Subsidiary owns any property of the type (e.g. Inventory and Accounts) included in the Tranche A Borrowing Base or the Tranche A-1 Borrowing Base, after such designation, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Junior Financingthe Senior Notes, any Incremental Equivalent Debtthe Senior Subordinated Notes, any Permitted Ratio Debt the Subordinated Discount Notes or any Permitted Refinancing thereof the Term Loan Facility, as applicable, and (ivv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Lead Borrower therein at the date of designation in an amount equal to the net book value of the Lead Borrower’s or Restricted Subsidiary’s (as set forth in the definition of Investmentapplicable) investment therein. 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 existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition of Investmenttime.

Designation of Subsidiaries. The board of directors of the Lead Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower 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 continuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect theretoPayment Conditions shall have been satisfied, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary ifif such Subsidiary is a Borrower or if such Subsidiary owns any property of the type (e.g. Inventory and Accounts) included in the Borrowing Base, after such designation, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Junior Financingthe Senior Notes, any Incremental Equivalent Debtthe Senior Subordinated Notes, any Permitted Ratio Debt the Subordinated Discount Notes or any Permitted Refinancing thereof the Term Loan Facility, as applicable, and (ivv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Lead Borrower therein at the date of designation in an amount equal to the net book value of the Lead Borrower’s or Restricted Subsidiary’s (as set forth in the definition of Investmentapplicable) investment therein. 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 existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition of Investmenttime.

Designation of Subsidiaries. The Borrower may at any time after the Closing Effective Date designate (x) any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or (y) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation on a pro forma basis, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debtis in compliance, or on a pro forma basis, with the Consolidated Cash Interest Coverage Ratio would be no less that Financial Covenant for the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, most recently ended Test Period and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted third party Material Indebtedness for borrowed money of the Borrower pursuant to which a Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an “Unrestricted Subsidiary. .” The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Borrower’s or its Subsidiary’s (as set forth in the definition of Investmentapplicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence Incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant in an amount equal to the definition Fair Market Value at the date of Investmentsuch designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Effective Date designate (x) any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or (y) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation on a pro forma basis, no Event of Default shall have occurred and be continuing, continuing and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary (A) if it would be is a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted third party Material Indebtedness for borrowed money of the Borrower pursuant to which a Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an “Unrestricted Subsidiary” or (B) unless each Subsidiary of such Subsidiary has been designated as an “Unrestricted Subsidiary” in accordance with this Section. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Borrower’s or its Subsidiary’s (as set forth in the definition of Investmentapplicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence Incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in such Unrestricted Subsidiaries pursuant Subsidiary in an amount equal to the definition Fair Market Value at the date of Investmentsuch designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Effective Date designate (or subsequently re-designate) any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary (other than any Subsidiary that owns, directly or indirectly, any Equity Interests of, or holds a Lien on, any Loan Party or any Restricted Subsidiary that is not being designated as an Unrestricted Subsidiary) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designationdesignation on a pro forma basis, (i) no Event of Default shall have occurred and be continuing, continuing or would result therefrom and (ii) in the case Total Net Cash Leverage Ratio would not exceed 7.00:1.00; provided further that to the extent that any Restricted Subsidiary owns, or holds exclusive licenses or rights to, any intellectual property that is material to the business and operations of the designation of an Unrestricted Subsidiary Borrower and the Restricted Subsidiaries (taken as a whole), no such Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary ifSubsidiary. No Loan Party or any of its Restricted Subsidiaries shall transfer any ownership right, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financingor exclusive license or right to, any Incremental Equivalent Debt, intellectual property that is material to the business and operations of the Borrower and the Restricted Subsidiaries (taken as a whole) to any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation as set forth in the definition of Investment. The designation of any Unrestricted Subsidiary as a (or its applicable Restricted Subsidiary shall constitute (iSubsidiary) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition of Investment.147 US-DOCS\115047431.4

Designation of Subsidiaries. The board of directors of the Lead Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower 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 continuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect theretoPayment Conditions shall have been satisfied, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary ifif such Subsidiary is a Borrower or if such Subsidiary owns any property of the type (e.g., after such designationInventory and Accounts) included in the Tranche A Borrowing Base, the FILO Borrowing Base or, if applicable, the ABL Term Borrowing Base, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of the Senior Notes, the Term Loan Facility or any Junior Financing, any Incremental Equivalent Debtas applicable, any Permitted Ratio Debt or any Permitted Refinancing thereof and (ivv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Lead Borrower therein at the date of designation in an amount equal to the net book value of the Lead Borrower’s or Restricted Subsidiary’s (as set forth in the definition of Investmentapplicable) investment therein. 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 existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition of Investmenttime.

Designation of Subsidiaries. The board of directors of the Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower (other than a Canadian Loan Party) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default shall have occurred and be continuing, and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iiib) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financingthe ABL Credit Agreement, any Incremental Equivalent Debtthe Pathlight Term Loan Credit Agreement for so long as the Term Loan Obligations have not been “Paid in Full” (as defined in the Pathlight Term Loan Credit Agreement), any Permitted Ratio Senior Secured Debt or any Permitted Refinancing thereof and other Indebtedness of any Loan Party, unless such Subsidiary (ivi) has no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted assets of the type that constitutes Collateral, or (ii) is a Real Estate Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Borrower therein at the date of designation in an amount equal to the fair market value of such Borrower’s or its Subsidiary’s (as set forth in the definition of Investmentapplicable) Investment therein. 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 Restricted Subsidiary existing at such time and (ii) a return on any Investment by the applicable Borrower in Unrestricted Subsidiaries pursuant to the definition preceding sentence in an amount equal to the fair market value at the date of Investment.such designation of the applicable Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.‌

Designation of Subsidiaries. The An Authorized Officer of Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary 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, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, Borrower shall be in pro forma compliance with each of the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect theretocovenants set forth in Section 6.7, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (iv) Borrower shall deliver to Administrative Agent at least five Business Days prior to such designation a certificate of an Authorized Officer of Borrower, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (i) through (iii) of this Section 5.15 and, if applicable, certifying that such subsidiary meets the requirements of an “Unrestricted Subsidiary” and (v) at least ten days prior to the designation of any 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 PATRIOT Act, with respect to such subsidiary. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation as set forth in an amount equal to the definition fair market value of InvestmentBorrower’s Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence by such Restricted Subsidiary at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition of Investmenttime.

Designation of Subsidiaries. The board of directors of the Lead Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower 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 continuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect theretoPayment Conditions shall have been satisfied, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary ifif such Subsidiary is a Borrower or if such Subsidiary owns any property of the type (e.g., after such designationInventory and Accounts) included in the Tranche A Borrowing Base[ or], the FILO Borrowing Base or, if applicable, the ABL Term Borrowing Base, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of the Senior Notes, the Term Loan Facility or any Junior Financing, any Incremental Equivalent Debtas applicable, any Permitted Ratio Debt or any Permitted Refinancing thereof and (ivv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Lead Borrower therein at the date of designation in an amount equal to the net book value of the Lead Borrower’s or Restricted Subsidiary’s (as set forth in the definition of Investmentapplicable) investment therein. 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 existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition of Investmenttime.

Designation of Subsidiaries. The Board of Directors of the Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by notice to the Agent; provided that that, in each case, (i) immediately before and after such designationno Event of Default pursuant to Sections 10.1(a), no Default shall have occurred and be continuing(e), (f) or (g) is then continuing or would result therefrom, (ii) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect (A) the Restricted Subsidiary to such designationbe so designated does not (directly, or indirectly through its Subsidiaries) own any equity interests or indebtedness of, or own or hold any Lien on any property of, the Borrower could incur $1.00 or any of Permitted Ratio Debt, its Restricted Subsidiaries and (B) neither the Borrower nor any of its Restricted Subsidiaries shall at any time be directly or the Consolidated Cash Interest Coverage Ratio would be no less indirectly liable for any Indebtedness that provides that the Consolidated Cash Interest Coverage Ratio immediately holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to giving effect theretoits stated maturity upon the occurrence of a default with respect to any Indebtedness, (iii) no Subsidiary may be designated as an Lien or other obligation of any Unrestricted Subsidiary if, after (including any right to take enforcement action against such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation as set forth in an amount equal to the definition Fair Market Value of Investmentthe Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness Debt or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition of Investmenttime.

Designation of Subsidiaries. The Borrower may at any time after the Closing Fourth Amendment and Restatement Effective Date designate any Restricted Subsidiary of the Borrower 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 continuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior FinancingSecured High Yield Notes, any Incremental Equivalent Debt, any Permitted Ratio Debt Unsecured High Yield Notes or any Permitted Refinancing thereof Junior Financing and (iviii) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Fourth Amendment and Restatement Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value as set forth determined in good faith by the definition Borrower of Investmentthe Borrower’s or its Subsidiary’s (as applicable) Investment therein. 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 existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of Investmentsuch designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may may, at any time after the Closing Date Date, designate (or re-designate) any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default shall have occurred or Event of Default exists or result therefrom and be continuing, (iib) in the case of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Holdings or its applicable Restricted Subsidiary at the date of designation in an amount equal to the outstanding amount of Investments by Holdings or its Restricted Subsidiaries in such Subsidiary on such date; provided, further that once an Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iii) no Restricted Subsidiary may not be re-designated again as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation as set forth in the definition of Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence or making, as applicable, at the time of designation of any Investment, then-existing Indebtedness or Liens Lien of such Restricted Subsidiary existing at on such time date, as applicable and (ii) for purposes of calculating the outstanding amount of Investments by Holdings and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on any Investment all Investments by the Borrower Holdings and its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant such Subsidiary in an amount equal to the definition outstanding amount of Investmentall Investments in such Subsidiary on the date of such designation.

Designation of Subsidiaries. The Borrower may may, at any time after the Closing Date Date, designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) in at the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiarytime of, immediately after giving effect to such designationdesignation or redesignation (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the Borrower could incur $1.00 applicable Restricted Subsidiary or Unrestricted Subsidiary), no Event of Permitted Ratio Debt, Default shall have occurred and be continuing or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect theretoresult therefrom, (iiib) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, if it would be is a “Restricted Subsidiary” for the purpose of (or similar term) under any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof other Material Indebtedness and (ivc) no Restricted Unrestricted Subsidiary may be designated an own (or hold or control by exclusive license) any intellectual property that is material to the operation of the business of the Borrower and its Restricted Subsidiaries, taken as a whole, and neither the Borrower nor any of its Restricted Subsidiaries may assign or otherwise transfer to any Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation as set forth in the definition of Investmentsuch intellectual property. 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 existing at such time time. ARTICLE VI NEGATIVE COVENANTS Until the Discharge of Obligations, the Loan Parties covenant and (ii) a return on any Investment by agree, jointly and severally, with the Borrower in Unrestricted Subsidiaries pursuant to the definition of Investment.Lenders that: SECTION

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of the ABL Facility or any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the aggregate Investment therein of the Borrower and its Subsidiaries (as set forth in the definition of Investmentapplicable). 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 existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the definition preceding sentence in an amount equal to the lesser of Investment(x) the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of the Investment originally made in respect of the designation of such Subsidiary as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may Board of Directors may, at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that (i) immediately before and after such designation, (i) no Default or Event of Default shall have occurred and be continuing, continuing and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Borrower could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt the Revolving Credit Facility or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiarySubordinated Indebtedness. The For purposes of Section 7.4 hereof, the designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute be deemed to be an Investment acquisition by the Borrower therein Issuer of the Equity Interests of such Unrestricted Subsidiary at the date of designation as set forth for a purchase price and investments equal to (x) if such Restricted Subsidiary is being acquired by a Note Party on such date of designation, the total aggregate value of all consideration (including all Earnouts) paid by such Note Party for such acquisition and (y) in all other cases, the definition fair market value of Investmentthe assets of such Restricted Subsidiary at such date of designation. 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 existing at such time and (ii) and, for purposes of Section 7.4, a return on any Investment investment by the Borrower Issuer in Unrestricted Subsidiaries pursuant equal to the definition fair market value of Investmentthe assets of such Subsidiary at such date of designation. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.