Common use of Designation of Subsidiaries Clause in Contracts

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent Borrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt or Liens of such Subsidiary existing at such time. As of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower Company may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) of the Company as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in complianceConsolidated Net Leverage Ratio, calculated on a Pro Forma Basis, shall not exceed 5.50 to 1.00, and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating compliance with each such ratio, (iii) immediately after giving effect to such designation, the consolidated total assets of all Unrestricted Subsidiaries in the aggregate shall not exceed 10.0% of Consolidated Total Assets (as of the Financial Covenants most recently ended fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b)) and (civ) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior NotesABL Credit Agreement, Permitted Refinancing Indebtedness or Permitted Receivables Facility or if it was previously designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) Company therein at the date of designation in an amount equal to the fair market value of Parent Borrowerthe Company’s or such relevant its Restricted Subsidiary’s (Subsidiaries’, as applicable) investment , Investments therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective DateCompany’s or its Subsidiaries, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to as applicable, investment in such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrowerthe Borrower or any Intermediate Parent) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each the Financial Performance Covenants recomputed as of the Financial Covenants and last day of the most recent Test Period for which financial statements are available, (c) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Indebtedness of Holdings or the Senior NotesBorrower and (d) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Restricted Subsidiary as of such date of designation (the “Designation Date”), plus (B) the aggregate fair market value of assets of all Unrestricted Subsidiaries (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5.0% of the Consolidated Total Assets of the Borrower and its Subsidiaries as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Restatement Effective Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective DateBorrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, there are no any Unrestricted Subsidiaries. No Subsidiary shall that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower Company may at any time after the Restatement Effective Date designate any Restricted Subsidiary (of the Company, other than a the Bermuda Borrower) , as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants and (cii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior NotesTerm Credit Agreement, Permitted Refinancing Indebtedness or Permitted Receivables Facility or if it was previously designated as an Unrestricted Subsidiary, (iii) immediately after giving effect to such designation, the consolidated total assets of all Unrestricted Subsidiaries in the aggregate shall not exceed 10.0% of Consolidated Total Assets (as of the most recently ended fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b)) and (iv) the Payment Conditions shall be satisfied at such time. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) Company therein at the date of designation in an amount equal to the fair market value of Parent Borrowerthe Company’s or such relevant its Restricted Subsidiary’s (Subsidiaries’, as applicable) investment , Investments therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective DateCompany’s or its Subsidiaries, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to as applicable, investment in such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of (a) Prior to the Parent Borrower may at any time Acquisition Closing Date, the Borrower, and, after the Restatement Effective Date Acquisition Closing Date, the Parent, may designate (or re-designate) any Restricted Subsidiary (other than a the Borrower or any Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date in accordance with this Section 5.13(a) shall constitute an Investment by the Parent Parent, the Borrower or the relevant Restricted Subsidiary (Subsidiary, as applicable) , therein at the date of designation in an amount equal to the fair market value of Parent Borrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein, as determined in good faith by the Borrower) of the Investments held by the Parent, the Borrower and/or the applicable Restricted Subsidiaries in such Parent Unrestricted Subsidiary immediately prior to such designation. Upon any such designation (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary pursuant to the definition of “Investment”), the Parent, the Borrower or such relevant and/or the applicable Restricted Subsidiary, and Subsidiaries shall receive a credit against the applicable clause in Section 6.04 that was utilized for the Investment resulting from in such designation must otherwise be Unrestricted Subsidiary for all Returns in compliance with Section 9.03respect of such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary in accordance with this Section 5.13 shall constitute the incurrence by such Restricted Subsidiary at the time of designation of any Debt Indebtedness or Liens of such Restricted Subsidiary existing outstanding at such time. As of time (to the Restatement Effective extent assumed). (b) Prior to the Acquisition Closing Date, there are no Unrestricted Subsidiariesthe Borrower, and, after the Acquisition Closing Date, the Parent, may designate (or re-designate) any Restricted Subsidiary that is an Excluded Subsidiary as an Electing Guarantor. No Subsidiary shall be designated The Parent or the Borrower, as applicable, may designate (or re-designate) any Electing Guarantor as an Unrestricted Subsidiary if Excluded Subsidiary; provided that (i) after giving effect to such designationrelease, such Restricted Subsidiary shall not be a guarantor of any Credit Agreement Refinancing Indebtedness, any Additional Term Notes, any Unrestricted Additional Term Notes or any Term Loan Exchange Notes, (ii) such redesignation shall constitute an Investment by the Parent, the Unrestricted Borrower or the relevant Restricted Subsidiary, as applicable, therein at the date of designation in an amount equal to the fair market value (as determined in good faith by the Borrower) of the Investments held by the Parent, the Borrower and/or the applicable Restricted Subsidiaries taken as a whole would constitute a Material Subsidiaryin such Electing Guarantor immediately prior to such re-designation and such Investments shall otherwise be permitted hereunder and (iii) any Indebtedness or Liens of such Restricted Subsidiary (after giving effect to such release) shall be deemed to be incurred at the time of such release by such Electing Guarantor and such incurrence shall otherwise be permitted hereunder.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Closing Date designate any Restricted Subsidiary of the Borrower (other than a Borrowerthe BD Subsidiary or the Advisory Services Subsidiary) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, designation (A) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis) is no more than 4.50 to 1.00 and (B) no Default or Event of Default shall have occurred and be continuing, (b) both immediately after giving effect prior to and immediately following such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants and (cii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of any Indebtedness for borrowed money with an outstanding principal amount in excess of the Senior NotesThreshold Amount or any Junior Financing, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and (iv) no Unrestricted Subsidiary may be designated as a Restricted Subsidiary if, after such designation, it would not be in compliance with the covenants set forth in Sections 7.01, 7.02 and 7.03. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt or Investment, Indebtedness and Liens of such Subsidiary existing at such time. As time and (ii) a Return on any Investment by the Borrower in such Unrestricted Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to Borrower’s Investment in such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Closing Date designate (or subsequently re-designate) any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after giving effect to such designationdesignation on a Pro Forma Basis, no Event of Default under Section 11.1 or 11.5 (with respect to a Borrower) shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent each relevant Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value Fair Market Value of Parent Borrowerthe net assets of such Subsidiary attributable to each such Person’s or such relevant Restricted Subsidiary’s (as applicable) investment therein, equity Investment therein as determined by the Borrower in good faith by such Parent Borrower or such relevant Restricted faith; provided that if any subsidiary (a “Subject Subsidiary, and ”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the Investment resulting from such designation must otherwise be “Previously Designated Unrestricted Subsidiary”) in compliance with Section 9.03the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As time (as applicable), (ii) a return on any Investment by each relevant Restricted Subsidiary in such Subsidiary pursuant to the preceding sentence in an amount equal to the Fair Market Value as of the Restatement Effective Datedate of such designation of the net assets of such Subsidiary attributable to each such Person’s equity Investment in such Subsidiary as determined by the Parent Borrower in good faith and (iii) the formation or acquisition of a Restricted Subsidiary for purposes of Section 9.11. Notwithstanding anything to the contrary in this Agreement, there are no Unrestricted Subsidiaries. No Subsidiary (x) the Parent Borrower shall be designated not designate as an Unrestricted Subsidiary if after giving effect any Restricted Subsidiary that owns Material IP at the time of designation and (y) the Parent Borrower and its Restricted Subsidiaries shall not consummate any transfer of title (or transfer of similar effect) of Material IP to such designationany Unrestricted Subsidiary. For purposes of the preceding sentence, any transfer of title (or transfer of similar effect) with respect to Material IP shall not be deemed or interpreted to include a transfer in the Unrestricted Subsidiaries taken as form of a whole would constitute non-exclusive intellectual property license or any intellectual property license that is only exclusive with respect to a Material Subsidiaryparticular type or field (or types or fields) of usage or a certain territory or group of territories.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower Holdings may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a the Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by notice to the Agent; provided that that, in each case, (ai) immediately before and after such designation, no Default shall have occurred and be continuingor Event of Default is then continuing or would result therefrom, (bii) immediately if after giving effect to such designationdesignation the Aggregate Revolver Outstandings would not exceed the lesser of the Maximum Revolver Amount and the then-current Borrowing Base, (iii) the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, compliance on a Pro Forma BasisBasis with a Fixed Charge Coverage Ratio, with each as such ratio is calculated as of the Financial Covenants last day of the Test Period most recently ended on or prior to the date of such designation, as if such designation and any related transactions had occurred on the first day of such Test Period, of not less than 1.00:1.00 and (civ) no Subsidiary may be designated as if such designation would result in Current Asset Collateral owned by a Borrower or Guarantor immediately prior to such designation being owned by an Unrestricted Subsidiary if it is immediately after such designation with a “Restricted Subsidiary” for value individually or in the purpose aggregate of greater than 5.0% of the Senior NotesBorrowing Base based on the most recently delivered Borrowing Base Certificate prior to such event, then Borrower shall be required, prior to such designation, deliver to Agent an updated Borrowing Base Certificate that reflects the removal of the applicable assets from the Borrowing Base. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (Holdings, as applicable) , therein at the date of designation in an amount equal to the fair market value Fair Market Value of Parent the Borrower’s or such relevant Restricted Subsidiary’s (Holdings’, as applicable) , investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt or Liens of such Subsidiary existing at such time. As of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may may, at any time from and after the Restatement Effective Date Closing Date, designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, compliance with the covenants set forth in Section 7.10 on a Pro Forma BasisBasis in accordance with Section 1.03(c) (and as a condition precedent to the effectiveness of any such designation, with each of the Financial Covenants Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (ciii) no if a Restricted Subsidiary may be is being designated as an Unrestricted Subsidiary if it is a “hereunder, such Restricted Subsidiary” , together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% of the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, for the purpose period of the Senior Notesfour consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) applicable Loan Party therein at the date of designation in an amount equal to the fair market value of Parent Borrowerthe applicable Loan Party’s or such relevant Restricted Subsidiary’s investment therein (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such timetime and (ii) a return on any Investment by the applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s Investment in such Subsidiary. As Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary Borrower shall be designated permitted to be an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. (a) The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than any such Restricted Subsidiary that is a Borrower or the direct parent company of such Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agents; provided provided, that (ai) immediately before and after such designation, (x) no Event of Default shall have occurred and be continuing, continuing or would result therefrom and (by) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries Borrowers shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants Maintenance Covenant, (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after such designation it would be a “restricted subsidiary” for the purpose of any other Material Debt, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and then redesignated as a Restricted Subsidiary, and (civ) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes. an IP Holding Company. (b) The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent BorrowerParent’s or such relevant Restricted Subsidiary’s (as applicable) investment therein, Investment therein as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.036.7 (as determined at the time of such designation). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As time and a return on any Investment by Parent in such Unrestricted Subsidiary; provided, that (i) solely for the purpose of calculating the outstanding amounts of Investments under Section 6.7 made in respect of any Unrestricted Subsidiary being redesignated as a Restricted Subsidiary, upon such redesignation Parent shall be deemed to continue to have an outstanding Investment in such Subsidiary in an amount (if positive) equal to (a) Parent’s Investment in such Subsidiary at the time of such redesignation less (b) the fair market value of the Restatement Effective Datenet assets of such Subsidiary at the time of such redesignation attributable to Parent’s ownership of such Subsidiary and (ii) solely for purposes of Section 5.9(c) and the Collateral Documents, there are no any Unrestricted Subsidiaries. No Subsidiary designated as a Restricted Subsidiary shall be designated deemed to have been acquired on the date of such designation. Any property transferred to or from an Unrestricted Subsidiary if after giving effect to shall be valued at its fair market value at the time of such designationtransfer, the Unrestricted Subsidiaries taken in each case as a whole would constitute a Material Subsidiarydetermined in good faith by Parent.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Closing Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each the covenants set forth in Sections 6.12 and 6.13 recomputed as of the Financial Covenants and last day of the most recent Test Period for which financial statements are available, (c) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Indebtedness of Holdings or the Senior NotesBorrower and (d) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Restricted Subsidiary as of such date of designation (the “Designation Date”), plus (B) the aggregate fair market value of assets of all Unrestricted Subsidiaries (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 3.0% of the Consolidated Total Assets of the Borrower and its Subsidiaries as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective DateBorrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, there are no any Unrestricted Subsidiaries. No Subsidiary shall that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants and as of the end of the most recently ended Test Period, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if after giving effect to such designation, it is would be a “Restricted Subsidiary” for under any Junior Indebtedness, any Indebtedness incurred pursuant to Sections 5.3(t) or (x), or any other material Indebtedness of a Credit Party, (d) no Unrestricted Subsidiary shall own any Stock or Stock Equivalents in the purpose Borrower or any of its Restricted Subsidiaries, (e) in no event shall any Unrestricted Subsidiary own any material intellectual property that is material to the business of the Senior NotesBorrower and any of its Restricted Subsidiaries, taken as a whole, and (f) as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to Agent a certificate signed by a Responsible Officer setting forth in reasonable detail the calculations demonstrating compliance with the foregoing. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent Borrower’s or such relevant Restricted SubsidiaryPerson’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, Investment therein and the Investment resulting from such designation must otherwise be in compliance with and permitted under Section 9.035.2. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As ; provided that upon a re-designation of such Unrestricted Subsidiary as a Restricted Subsidiary, the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary Borrower shall be deemed to have an Investment in a Restricted Subsidiary in an amount equal to the book value of Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-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 if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Closing Date by notice from a Responsible Officer of the Borrower to the Administrative Agent designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and immediately after such designation, no Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliancecompliance with the covenants set forth in Section 7.18, determined on a Pro Forma Basis, with each pro forma basis as of the Financial Covenants end of the most recent fiscal quarter for which financial statements of the Borrower have been delivered under Section 6.01(a) or (b), as applicable, as if such designation had occurred on the last day of such fiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance and (ciii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted was previously designated an Unrestricted Subsidiary” for the purpose of the Senior Notes. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or investment therein (including the fair market value of the assets of such relevant Restricted Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and Subsidiary at the Investment resulting from such designation must otherwise be in compliance with Section 9.03time of designation). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such timetime and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s Investment in such Subsidiary. Notwithstanding anything herein to the contrary, in no event shall (i) the Borrower designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary owns any Material Intellectual Property or (ii) any Unrestricted Subsidiary own any Material Intellectual Property. As of the Restatement Effective Closing Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be has been designated as an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent U.S. Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a the Belgian Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by delivering to the Administrative Agent a certificate of an Authorized Officer of the U.S. Borrower specifying such designation and certifying that the conditions to such designation set forth in this Section 5.15 are satisfied; provided that that: (a) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing, ; (b) immediately after giving effect Pro Forma Effect to such designation, the Parent Borrower and the other Restricted Subsidiaries Borrowers shall be in compliance, on a Pro Forma Basis, Compliance with each Financial Maintenance Covenant, in each case recomputed as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the Pro Forma Financial Covenants and Statements); and (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryrestricted subsidiary” for pursuant to the purpose terms of any Material Indebtedness of the Senior NotesU.S. Borrower or any of its Restricted Subsidiaries. The designation of any Subsidiary as an Unrestricted Subsidiary after the Signing Date shall constitute an Investment by the Parent U.S. Borrower or the relevant Restricted in such Subsidiary (as applicable) therein at on the date of designation in an amount equal to the fair market value of Parent the U.S. Borrower’s or such relevant Restricted Subsidiary’s Investment therein (as applicable) investment therein, as determined reasonably and in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and a Financial Officer of the Investment resulting from such designation must otherwise be in compliance with Section 9.03U.S. Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each the covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the Financial Covenants and last four quarters ended) if then in effect, and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Senior Notes Documents, the Senior NotesABL Credit Agreement or any Junior Financing, 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 Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to Borrower’s or its Subsidiary’s (as applicable) Investment in such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, continuing or would result from such designation and (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries Holdings shall be in compliance, compliance on a Pro Forma Basis, Basis with each the covenants set forth in Sections 6.12 and 6.13 recomputed as of the Financial Covenants and (c) no last day of the most recently ended fiscal quarter of Holdings. The Borrower may not designate a Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) such Restricted Subsidiary or any of its subsidiaries is a “Restricted Subsidiaryrestricted subsidiary” or a “guarantor” (or any similar designation) for the purpose of the Senior Notesany Material Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment investment by the Parent Borrower or the relevant Restricted parent company of such Subsidiary (as applicable) therein under Section 6.04 at the date of designation in an amount equal to the fair market net book value of Parent Borrowersuch parent company’s or such relevant Restricted Subsidiary’s (as applicable) investment therein. Any Subsidiary Loan Party that is designated as an Unrestricted Subsidiary shall, as determined in good faith by upon effectiveness of such Parent Borrower or such relevant Restricted Subsidiarydesignation, cease to be a Loan Party and the Investment resulting shall automatically be released from such designation must otherwise be in compliance with Section 9.03any guarantee and collateral obligations. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time. As Prior to any designation made in accordance with this Section, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer certifying that the designation satisfies the applicable conditions set forth in this Section and setting forth reasonably detailed calculations demonstrating compliance with clause (b) of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiaryfirst sentence of this Section.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Closing Date designate any Restricted Subsidiary of Holdings (other than a Borrowerthe Borrower or any Intermediate Holding Company) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (bii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, Total Net Leverage Ratio on a Pro Forma BasisBasis shall be no greater than 5.25:1.00, with each of the Financial Covenants and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Senior Notesany Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it owns or exclusively licenses any Material Intellectual Property. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) Holdings therein at the date of designation in an amount equal to the fair market value Fair Market Value of Parent Borrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to such designation, the time and (ii) a return on any Investment by Holdings in Unrestricted Subsidiaries taken as a whole would constitute a Material pursuant to the preceding sentence in an amount equal to the Fair Market Value of such Investment in such Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and Total Net Leverage shall not exceed the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each lesser of the Financial Covenants (a) 3.50 to 1:00 and (cb) the then-applicable Total Net Leverage required to be maintained pursuant to Section 7.11, and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating compliance with this condition, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Incremental Equivalent Debt or any Permitted Refinancing of any of the Senior Notesforegoing, as applicable, and (iv) at no time may any Unrestricted Subsidiary (x) own any IP Rights that are used in the operation of the businesses of the Borrower and its Restricted Subsidiaries or (y) as of the last day of the most recently ended Test Period, when taken together with all other Unrestricted Subsidiaries, (1) account for more than 1.0% of the revenue of the Borrower and its Subsidiaries on a consolidated basis for such period and/or (2) own assets representing more than 1.0% of the total assets of the Borrower and its Subsidiaries on a consolidated basis at the end of such period. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value (as determined in good faith by the Borrower) of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment therein, as determined in good faith Investment therein (including the aggregate (undiscounted) principal amount of any Indebtedness owed by such Parent Borrower Subsidiary to any Loan Party or Restricted Subsidiary immediately prior to such relevant Restricted Subsidiary, and the designation). The Investment resulting from such designation must otherwise be in compliance with Section 9.037.02. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence by the Borrower at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value (as determined in good faith by the Borrower) at the date of such designation of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to Borrower’s or its Subsidiary’s (as applicable) Investment in such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board board of Directors directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuing, (bii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Parent Borrower and Total Leverage Ratio for the other Restricted Subsidiaries shall be in compliance, Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 6.01 is less than or equal to 6.0 to 1.0 (calculated on a Pro Forma Basis) (and, with each as a condition precedent to the effectiveness of any such designation, the Financial Covenants Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such test) and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the ABL Facilities, the Senior Notes, or any other Junior Financing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value as determined by the Borrower in good faith of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As time and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Borrower in good faith at the date of such designation of the Restatement Effective DateBorrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, there are no any Unrestricted Subsidiaries. No Subsidiary shall that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuing, (bii) immediately at the time of such designation and after giving pro forma effect to such designationthereto, the Parent Borrower and the other Restricted Subsidiaries shall Consolidated First Lien Net Leverage Ratio would be in compliance, on a Pro Forma Basis, with each of the Financial Covenants less than 3.75:1.00 and (ciii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior ABL Facility, Permitted Ratio Debt, Permitted Notes, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Parent Borrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such timetime and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Restatement Effective Escrow Release Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiaryare specified on Schedule 10.14.

Designation of Subsidiaries. The Board of Directors of the Borrower or Parent Borrower may at any time after the Restatement Effective Closing Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (a1) immediately before and after such designation, (i) no Event of Default shall have occurred and be continuing, (b2) immediately after giving effect to an Investment in such designation, the Parent Borrower and the other Restricted Subsidiaries shall amount would be in compliance, on a Pro Forma Basis, with each of the Financial Covenants permitted at such time and (c3) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of any Permitted Second Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, Incremental Equivalent Debt, Permitted Ratio Debt or Permitted Refinancing of any of the Senior Notesforegoing (in the case of any unsecured Indebtedness, in excess of the Threshold Amount). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (Parent, as applicable) , therein at the date of designation in an amount equal to the fair market value as determined in good faith by the Borrower or Parent of Parent the Borrower’s or such relevant Restricted Parent’s or its respective Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a Return on any Investment by the Borrower or Parent in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower or Parent at the date of such designation of the Restatement Effective Date, there are Borrower’s or Parent’s or its respective Subsidiary’s (as applicable) Investment in such Subsidiary; provided that in no Unrestricted Subsidiaries. No Subsidiary event shall be designated any such Return on any Investment by the Borrower or Parent in an Unrestricted Subsidiary if after giving effect be duplicative of any Return that increases the Cumulative Credit pursuant to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiarydefinition thereof.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each the covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the Financial Covenants last four quarters ended) whether or not then in effect, and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notesany Indebtedness for borrowed money permitted under Section 7.03 with an aggregate outstanding principal amount in excess of $100,000,000 or any Junior Financing. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in such Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to Borrower’s or its Subsidiary’s (as applicable) Investment in such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any from time to time after the Restatement Effective Date Closing Date, pursuant to a determination by its board of directors, designate any Restricted Subsidiary (other than a Borrower) of its Subsidiaries as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (bii) immediately after giving effect each Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of such designation and does not thereafter create incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender thereof has recourse to any of the assets of the Borrower, any Guarantor or any Restricted Subsidiary, (iii) the fair market value of any such Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries would be permitted as an Investment under Section 6.04, (iv) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary will constitute the incurrence at the time of designation of all Indebtedness and Liens of such Subsidiary existing at the time of such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants and (cv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryrestricted subsidiary” (or a term having a similar effect) for the purpose purposes of any other Material Indebtedness of the Senior Notes. The designation of Borrower and its Subsidiaries; and (vi) any Unrestricted Subsidiary that has been designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary shall constitute an Investment without the prior consent of the Administrative Agent. Any such designation by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date Board of designation in an amount equal Directors shall be evidenced to the fair market value Administrative Agent by promptly delivering to the Administrative Agent a copy of Parent the resolution of the Borrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation board of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt or Liens of such Subsidiary existing at such time. As of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after directors giving effect to such designation, designation and a certificate signed by a Responsible Officer of the Unrestricted Subsidiaries taken as a whole would constitute a Material SubsidiaryBorrower certifying that such designation complied with the foregoing provisions.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each the covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the Financial Covenants and last four quarters ended) if then in effect, and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notesany Indebtedness for borrowed money permitted under Section 7.03 with an aggregate outstanding principal amount in excess of $100,000,000 or any Junior 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 Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in such Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to Borrower’s or its Subsidiary’s (as applicable) Investment in such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower Company may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by delivering to the Administrative Agent a certificate of an Authorized Officer of the Company specifying such designation and certifying that the conditions to such designation set forth in this Section 5.15 are satisfied; provided that that: (ai) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing, ; (bii) both immediately before and immediately after giving effect to any such designation, the Parent Borrower Company and the other Restricted its Subsidiaries shall be in compliance, on a Pro Forma BasisCompliance with the then-applicable financial covenant levels set forth in Section 6.13; and (iii) in the case of a designation of a Subsidiary as an Unrestricted Subsidiary, with each Subsidiary of the Financial Covenants and (c) no such Subsidiary may be has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notesin accordance with this Section 5.15. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Company in such Subsidiary (as applicable) therein at on the date of designation in an amount equal to the fair market value of Parent Borrowerthe Company’s or such relevant Restricted Subsidiary’s Investment therein (as applicable) investment therein, as determined reasonably and in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and a Financial Officer of the Investment resulting from such designation must otherwise be in compliance with Section 9.03Company). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As Notwithstanding any of the Restatement Effective Datedefinitions or covenants contained in this Agreement to the contrary, there are no Unrestricted Subsidiaries. No the Borrowers will not, and will not permit any Restricted Subsidiary shall be designated to, consummate any transaction that results in the transfer (whether by way of any Restricted Payment, Investment, or any sale, conveyance, transfer, or other Disposition, or a designation of a Subsidiary as an Unrestricted Subsidiary if after giving effect to such designation, the or of an Unrestricted Subsidiaries taken Subsidiary as a whole would constitute Subsidiary, and whether in a Material single transaction or a series of related transactions) of material Intellectual Property from any Borrower or any Restricted Subsidiary to any Unrestricted Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuing, (bii) immediately at the time of such designation and after giving pro forma effect to such designationthereto, the Parent Borrower and the other Restricted Subsidiaries shall Consolidated First Lien Net Leverage Ratio would be in compliance, on a Pro Forma Basis, with each of the Financial Covenants less than 3.75:1.00 and (ciii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior NotesABL Facility, Permitted Ratio Debt, Permitted NotesIncremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Parent Borrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such timetime and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Restatement Effective Escrow Release Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiaryare specified on Schedule 10.14.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each the Financial Performance Covenant recomputed as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (regardless of whether such Financial Covenants Performance Covenant is applicable at such time) and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of other Indebtedness of Holdings or the Senior NotesBorrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective DateBorrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, there are no any Unrestricted Subsidiaries. No Subsidiary shall that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board board of Directors directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and Total Leverage Ratio for the other Restricted Subsidiaries shall be in compliance, Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 7.1 is less than or equal to 6.0 to 1.0 (calculated on a Pro Forma Basis) (and, with each as a condition precedent to the effectiveness of any such designation, the Financial Covenants Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such test) and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Term Facility, the Senior Notes, or any other Junior Financing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value as determined by the Borrower in good faith of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As time and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Borrower in good faith at the date of such designation of the Restatement Effective DateBorrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, there are no any Unrestricted Subsidiaries. No Subsidiary shall that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower (a) Holdings may at any time after the Restatement Effective Date designate any Restricted Subsidiary of Holdings (other than a the Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, designation (x) no Default or Event of Default shall have occurred and be continuing, (by) immediately after giving effect to such designationthereto, the Parent Borrower and the other Restricted Subsidiaries Excess Availability shall be in compliance, not less than $0 and (z) the Payment Conditions are satisfied on a Pro Forma Basis, with each of the Financial Covenants and (cii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Senior Notes Documents, Term Loan Documents or any Junior Financing, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary or any of its Subsidiaries owns any Broadcast Licenses, Broadcast Stations or material intellectual property or other material property or assets necessary at such time to the Senior Notesoperation of the business of the Loan Parties, (iv) no Unrestricted Subsidiary may own Equity Interests, or hold any Indebtedness, of Holdings, the Borrower or any Restricted Subsidiary and (v) to the extent any such Restricted Subsidiary so designated owns assets which contribute more than 5.0% of the aggregate Borrowing Base, the Borrower shall deliver to the Administrative Agent an updated Borrowing Base Certificate giving pro forma effect to the designation of such Restricted Subsidiary as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) Holdings therein at the date of designation in an amount equal to the fair market value of Parent Borrower’s Holdings’ or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Holdings’ or its Subsidiary’s (as applicable) Investment in such Subsidiary. (b) Holdings may designate (or re-designate) any Restricted Subsidiary that is an Excluded Subsidiary as an Electing Guarantor and may designate (or re-designate) any Electing Guarantor as an Excluded Subsidiary; provided that (i) no Subsidiary may be designated as an Excluded Subsidiary if it is a guarantor for the purpose of any Senior Notes Documents, Term Loan Documents or any Junior Financing, (ii) any such designation (or redesignation) of an Electing Guarantor as an Excluded Subsidiary shall constitute an Investment by Holdings or the relevant Restricted Subsidiary, as applicable, therein at the date of designation in an amount equal to the fair market value (as determined in good faith by Holdings) of the Restatement Effective DateInvestments held by Holdings and/or the applicable Restricted Subsidiaries in such Electing Guarantor immediately prior to such designation and such Investments shall otherwise be permitted hereunder and (iii) any Indebtedness or Liens of any Restricted Subsidiary designated (or re-designated) as an Electing Guarantor or an Excluded Subsidiary, there are no Unrestricted Subsidiaries. No Subsidiary as applicable, shall be designated an Unrestricted Subsidiary if deemed to be incurred after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiarydesignation and such incurrence shall otherwise be permitted hereunder.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower Company may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (a) immediately before and after such designation, no Default shall have occurred and be continuing, (b) in the case of a designation of a Subsidiary as an Unrestricted Subsidiary, an Investment in the amount of the fair market value of such Subsidiary would be permitted at such time, (c) immediately before and after giving effect to any such designation, the Parent Borrower and the other Restricted Subsidiaries Loan Parties shall be in compliance, compliance with the financial covenant set forth in Section 8.11 (irrespective of whether such covenant is otherwise applicable) on a Pro Forma BasisBasis (and the Administrative Agents shall have received a Pro Forma Compliance Certificate demonstrating compliance with the foregoing), with each of the Financial Covenants and (cd) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Senior Notes. The any Permitted First Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, Permitted Unsecured Refinancing Debt or any Indebtedness incurred under Section 8.03(f) and (e) following any designation of any a Restricted Subsidiary as an Unrestricted Subsidiary, such Unrestricted Subsidiary shall constitute an Investment by not be permitted to own or license from a third party any IP Rights that are material to the business of the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent Borrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03Restricted Subsidiaries. The re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Company at the date of such designation of the Restatement Effective Date, there are Company’s or its Subsidiary’s (as applicable) Investment in such Subsidiary; provided that in no Unrestricted Subsidiaries. No Subsidiary event shall be designated any such return on any Investment by the Company in an Unrestricted Subsidiary if after giving effect be duplicative of any return that increases the Available Amount pursuant to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiarydefinition thereof.

Designation of Subsidiaries. The Board of Directors of the Parent U.S. Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary of the U.S. Borrower (other than a the Dutch Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, Total Net Leverage Ratio on a Pro Forma Basis, with each as of the Financial Covenants last day of the most recent fiscal year or fiscal quarter for which Financials have been delivered, would not exceed 3.50 to 1.00, and, as a condition precedent to the effectiveness of any such designation, the U.S. Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating compliance with such ratio and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose purposes of the Senior Notesany Material Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent U.S. Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the U.S. Borrower’s or such relevant its Restricted Subsidiary’s (Subsidiaries’, as applicable) investment , Investments therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the U.S. Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective DateU.S. Borrower or its Subsidiaries, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to as applicable, investment in such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Escrow Release Date designate (or re-designate) any existing or subsequently acquired or organized Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary and designate (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formedre-designate) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation or re-designation on a Pro Forma Basis, no Event of Default shall have occurred and be continuingcontinuing (including after the reclassification of investments in, Indebtedness of, and Liens on, the applicable Subsidiary or its assets) and (bii) immediately after giving effect to such designation or re-designation, the Parent Borrower and the other its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each the covenants set forth in Section 6.22 recomputed as of the Financial Covenants and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose last day of the Senior Notesmost recent period for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b). The designation (or re-designation) of any Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation (or re-designation) in an amount equal to the fair market value of Parent the Borrower’s or such relevant its Restricted Subsidiary’s (as applicable) investment therein, as determined . Such designation (or re-designation) will be permitted only if an investment in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise amount would be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt or Liens of such Subsidiary existing permitted at such timetime pursuant to Section 6.17. As Unrestricted Subsidiaries will not be subject to any of the Restatement Effective Datemandatory prepayments, there are no Unrestricted Subsidiariesrepresentations and warranties, covenants or Events of Default set forth in the Loan Documents. No Subsidiary Notwithstanding anything herein to the contrary, Western Digital International Ltd. (a Cayman Islands exempted company) shall not be designated as an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date (other than any time during the Term Suspension Period), designate (or subsequently re-designate) any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including other than any newly acquired Subsidiary that owns, directly or newly formed indirectly, any Equity Interests of, or holds a Lien on, any Loan Party or any Restricted Subsidiary at the time it that is so acquired or formednot being designated as an Unrestricted Subsidiary) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after giving effect to such designationdesignation on a pro forma basis, (i) no Event of Default shall have occurred and be continuingcontinuing or would result therefrom and (ii) the Total Cash Leverage Ratio would not exceed 7.00:1.00; provided further that to the extent that any Restricted Subsidiary owns, (b) immediately after giving effect or holds exclusive licenses or rights to, any intellectual property that is material to such designation, the Parent business and operations of the Borrower and the other Restricted Subsidiaries shall be in compliance(taken as a whole), on a Pro Forma Basis, with each of the Financial Covenants and (c) no such Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it Subsidiary. No Loan Party or any of its Restricted Subsidiaries shall transfer the Contract Asset Balance or any ownership right, or exclusive license or right to, any intellectual property that is a “Restricted Subsidiary” for material to the purpose business and operations of the Senior NotesBorrower and the Restricted Subsidiaries (taken as a whole) to any Unrestricted Subsidiary (it being understood this second sentence of Section 5.15 may not be amended without the prior written consent of the Required Lenders and the Required Class A Revolving Lenders in accordance with Section 9.02(b)(ix)). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Parent Borrower (or the relevant its applicable Restricted Subsidiary (as applicableSubsidiary) therein at the date of designation in an amount equal to the fair market value Fair Market Value of Parent the Borrower’s or such relevant the applicable Restricted Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As , (y) a Return on any Investment by the Borrower or its applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Restatement Borrower’s or its Subsidiary’s Investment in such Subsidiary, and (z) the formation or acquisition of a Restricted Subsidiary for purposes of Section 5.11. Notwithstanding anything in this Agreement to the contrary, no Unrestricted Subsidiaries shall exist or be designated on or after the Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Closing Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation[reserved], the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Senior ABL Facility, the Secured Term Loan Facility, the 2020 Notes (or any Permitted Refinancing of any 2020 Notes), the 2021 Notes (or any Permitted Refinancing of any 2020 Notes), any Permitted Ratio Debt or any Junior 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 Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value as determined in good faith by the Borrower of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to Borrower’s or its Subsidiary’s (as applicable) Investment in such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each the covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the Financial Covenants and last four quarters ended), and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Senior Notes Documents or any Junior Financing with an aggregate outstanding principal amount in excess of the Senior NotesThreshold Amount 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 Restatement Effective Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to Borrower’s or its Subsidiary’s (as applicable) Investment in such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. (a) The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a any Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Agent; provided provided, that (ai) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants and (cii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after such designation it is would be a “Restricted Subsidiaryrestricted subsidiary” for the purpose of any other Material Debt and (iii) immediately before and after such designation, the Senior Notes. Payment Conditions shall be satisfied. (b) The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of the Parent Borrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein, Investment therein as determined in good faith by such Parent the Borrower or such relevant Restricted Subsidiary, Representative and the Investment resulting from such designation must otherwise be in compliance with Section 9.036.7 (as determined at the time of such designation). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As time and a return on any Investment by the Parent Borrower in such Unrestricted Subsidiary; provided, that (i) solely for the purpose of calculating the outstanding amounts of Investments under Section 6.7 made in respect of any Unrestricted Subsidiary being redesignated as a Restricted Subsidiary, upon such redesignation the Parent Borrower shall be deemed to continue to have an outstanding Investment in such Subsidiary in an amount (if positive) equal to (a) the Parent Borrower’s Investment in such Subsidiary at the time of such redesignation less (b) the fair market value of the Restatement Effective Datenet assets of such Subsidiary at the time of such redesignation attributable to the Parent Borrower’s ownership of such Subsidiary and (ii) solely for purposes of Section 5.9(c) and the Security Documents, there are no any Unrestricted Subsidiaries. No Subsidiary designated as a Restricted Subsidiary shall be designated deemed to have been acquired on the date of such designation. Any property transferred to or from an Unrestricted Subsidiary if after giving effect to shall be valued at its fair market value at the time of such designationtransfer, in each case as determined in good faith by the Unrestricted Subsidiaries taken as a whole would constitute a Material SubsidiaryBorrower Representative.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower Payor may at any time after other than during the Restatement Effective Date Relief Period designate any Payor Group Restricted Subsidiary (other than as a Borrower) as an Payor Group Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Payor Group Unrestricted Subsidiary as a Payor Group Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Credit Default shall have occurred and be continuingcontinuing or would result from such designation, (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in complianceConsolidated Total Leverage Ratio, determined on a Pro Forma Basis, with each Basis as of the last day of the most recently ended fiscal quarter of Holdings, is less than 3.25 to 1.00, and the Swiss Borrower shall have delivered to Payee a certificate of a Financial Covenants Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b) and (c) no Subsidiary may be designated as an a Payor Group Unrestricted Subsidiary if it is (i) a “Restricted Subsidiaryrestricted subsidiary” or a “guarantor” (or any similar designation) for the purpose Senior Subordinated Notes or any Material Indebtedness that is subordinated in right of payment to the Senior NotesObligations or (ii) an Intermediate Holdco or a Borrower. The designation of any Subsidiary as an a Payor Group Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted parent company of such Subsidiary (as applicabletherein under Section 3.04(u) therein at the date of designation in an amount equal to the fair market value of Parent Borrowersuch parent company’s or such relevant Restricted Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Payor Group Unrestricted Subsidiary as a Payor Group Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary, and the making of an Investment by such Subsidiary in any Investments of such Subsidiary, in each case existing at such time. As of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to such designation, the and (ii) a return on any Investment in Unrestricted Subsidiaries taken pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of any Borrower’s or its Subsidiary’s (as a whole would constitute a Material applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each the Financial Performance Covenants (for the avoidance of doubt, without regard to whether Commitments under the Revolving Credit Facility have been terminated and/or Obligations thereunder are outstanding) as such ratio is recomputed on the last day of the Financial Covenants and Test Period most recently ended on or prior to such date of designation, calculated as if such designation occurred as of the first day of such Test Period, (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and then redesignated as a Restricted Subsidiary and (d) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose purposes of the Existing Notes Indenture, the Senior NotesNotes Indenture or any Permitted Refinancing Indebtedness in respect thereof or any other material Indebtedness of the Borrower or any of its Restricted Subsidiaries. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value Fair Market Value of Parent the Borrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, therein and the Investment resulting from such designation must otherwise shall be in compliance with subject to Section 9.0310.5. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence Incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary time and shall be designated an Unrestricted Subsidiary if after giving effect subject to such designationSection 10.1, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary10.2 and 10.5.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Closing Date designate (or re-designate) any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary or designate (including any newly acquired or newly formed Restricted Subsidiary at re-designate, as the time it is so acquired or formedcase may be) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation (or re-designation), no Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designationdesignation (or redesignation), the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, compliance on a Pro Forma Basis, Basis with each the financial covenants in Section 7.10 as of the Financial Covenants and last day of the most recently ended Test Period on or prior to the date of determination, (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of any Incremental Equivalent Debt, Refinancing Equivalent Debt or Junior Financing, and (iv) the Senior NotesInvestment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as described in the immediately succeeding sentence is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value as determined by the Borrower in good faith of Parent the Borrower’s or such relevant Restricted a Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As time and a return on any Investment by the Borrower or the applicable Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Borrower in good faith at the date of such designation of the Restatement Effective DateBorrower’s or a Subsidiary’s (as applicable) Investment in such Subsidiary. Unrestricted Subsidiaries will not be subject to the provisions of this Agreement, there are no Unrestricted Subsidiariesand the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of calculating any financial metric contained in this Agreement except to the extent of distributions received therefrom. No Subsidiary shall may be designated by the Borrower as an Unrestricted Subsidiary if after giving effect it owns any intellectual property that is material to such designation, the Unrestricted business of the Borrower and the Restricted Subsidiaries taken as a whole would constitute a Material Subsidiary(as determined by the Borrower in good faith).

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) immediately the First Lien Net Leverage Ratio specified in Section 6.09 as of the last day of the most recently ended Calculation Period (determined on a Pro Forma Basis after giving effect to such designation) shall be satisfied (and, as a condition precedent to the effectiveness of any such designation, the Parent Borrower and shall deliver to the other Restricted Subsidiaries shall be Administrative Agent a certificate of an Authorized Officer setting forth in reasonable detail the calculations demonstrating such compliance), on a Pro Forma Basis, with each of the Financial Covenants and (c) no Subsidiary may be designated as or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose purposes of any other Indebtedness (including, for the avoidance of doubt, under the Second Lien Senior Subordinated PIK Toggle Notes) and (d) the Required Lenders shall have consented to the designation of such Restricted Subsidiary as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment therein. No Unrestricted Subsidiary shall at any time own any Equity Interests or Indebtedness of, as determined in good faith by such Parent or own or hold any Lien on, any property of the Borrower or such relevant any Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary Any such designation shall be designated notified by the Borrower to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of an Unrestricted Subsidiary if after giving effect to Authorized Officer certifying that such designation, designation complied with the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiaryforegoing provisions.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Third Amendment Effective Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, the Borrower shall be in compliance with each of the Financial Covenants financial performance covenants set forth in Article VI, and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior NotesTerm Credit Agreement or any Junior Financing. The designation of any Subsidiary as an Unrestricted Subsidiary after the Third Amendment Effective Date shall constitute (x) an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment therein, as determined in good faith by Investment therein and (y) a Disposition of the assets of such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from Subsidiary immediately prior to such designation must otherwise be in compliance with Section 9.03to the resulting Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective DateBorrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding anything herein to the contrary, there are (x) no Unrestricted Subsidiaries. No Restricted Subsidiary shall that owns material IP Rights may be designated as an Unrestricted Subsidiary if after giving effect to such designation, the and (y) no Unrestricted Subsidiaries taken as a whole would constitute a Material SubsidiarySubsidiary shall own material intellectual property.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants and set forth in Section 7.9 for the most recently ended Measurement Period and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Indebtedness, (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) the Senior NotesConsolidated EBITDA of all Unrestricted Subsidiaries for the most recent Measurement Period for which financial statements have been, or are required to have been, delivered hereunder shall not exceed 7.5% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for such period and (vi) no Unrestricted Subsidiary may own or exclusively license any Intellectual Property material to the business of the Loan Parties and their Restricted Subsidiaries. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or therein and Disposition by the relevant Restricted Subsidiary (as applicable) therein Borrower thereof at the date of designation in an amount equal to the fair market value Fair Market Value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to Borrower’s or its Subsidiary’s (as applicable) Investment in such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary or designate (including any newly acquired or newly formed Restricted Subsidiary at re-designate, as the time it is so acquired or formedcase may be) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that: (a) immediately before and after such designation (or re-designation), no Specified Event of Default shall have occurred and be continuing, ; (b) immediately after giving effect to the Investment resulting from the designation of such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants and Subsidiary as an Unrestricted Subsidiary as described above is permitted by Section 7.02; and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if unless it is also designated as an “unrestricted subsidiary” (or otherwise excluded as a “restricted subsidiary”) under the terms of any Incremental Equivalent Debt, Permitted Ratio Debt, Replacement Loans, Pari Passu Lien Debt and Junior Lien Debt (or the documentation governing any Permitted Refinancing thereof). Notwithstanding the foregoing, in no event shall any Restricted Subsidiary” for Subsidiary be designated as an Unrestricted Subsidiary if, on the purpose date of and after giving effect to such designation, such Unrestricted Subsidiary (or any Subsidiary thereof) would own (or hold an exclusive license with respect to) any Material Intellectual Property and the Senior NotesLoan Parties cease to have use of such Material Intellectual Property or such designation is reasonably likely to result in a Material Adverse Effect. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value as of Parent such date of the Borrower’s or such relevant its Restricted Subsidiary’s (as applicable) investment Investment(s) to date therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt or Indebtedness and Liens of such Subsidiary existing at such time. As time and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective DateBorrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary. Except as set forth in this paragraph, there are no Investment will be deemed to exist or have been made, and no Indebtedness or Liens shall be deemed to have been incurred or exist, by virtue of a Subsidiary becoming an Excluded Subsidiary or an Excluded Subsidiary becoming a Restricted Subsidiary. For all purposes hereunder, the designation of a Subsidiary as an Unrestricted Subsidiaries. No Subsidiary shall be designated deemed to constitute a concurrent designation of any Subsidiary of such Subsidiary as an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may may, at any time from and after the Restatement Effective Date Closing Date, designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, compliance with the covenant set forth in Section 7.10 on a Pro Forma Basispro forma basis in accordance with Section 1.03(c) (and as a condition precedent to the effectiveness of any such designation, with each of Parent shall deliver to the Financial Covenants Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (ciii) no if a Restricted Subsidiary may be is being designated as an Unrestricted Subsidiary if it is a “hereunder, such Restricted Subsidiary” , together with all other Unrestricted Subsidiaries as of such date of designation (the “Designation Date”), must not have contributed greater than 10% of Parent’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of Parent, for the purpose period of the Senior Notesfour consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) applicable Loan Party therein at the date of designation in an amount equal to the fair market value of Parent Borrowerthe applicable Loan Party’s or such relevant Restricted Subsidiary’s investment therein (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03Parent). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such timetime and (ii) a return on any Investment by the applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s Investment in such Subsidiary. As Notwithstanding the foregoing, no Borrower nor any direct or indirect parent company of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary any Borrower shall be designated permitted to be an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board Any Subsidiary of Directors Borrower formed or acquired after the Closing Date at the option of the Parent Borrower may at any time after be designated by the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) Borrower to Agent as being an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiaryby written notice from Borrower; provided provided, that (a) immediately before as of the date of any such designation and after such designationgiving effect thereto, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (b) immediately after giving effect to such designationno Loan Party may be designated as an Unrestricted Subsidiary, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants and (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (d) Agent shall have received an updated Borrowing Base Certificate (giving pro forma effect to such Unrestricted Subsidiary designation) and (i) the aggregate principal amount of all Initial Term Loans (including any Protective Advances) outstanding as of the date of such designation date shall not exceed the Initial Borrowing Base reflected in such Borrowing Base Certificate (as adjusted for any Reserves) and (ii) the aggregate principal amount of all Loans outstanding as of the date of such designation date shall not exceed the DDTL Borrowing Base reflected in such Borrowing Base Certificate (as adjusted for any Reserves), (e) after giving effect to such designation, Borrower is in compliance on a “Restricted Subsidiary” pro forma basis with the financial covenants in Section 7 applicable to Borrower at the time of such designation and recomputed for the purpose most recent twelve month period for which Agent has received financial statements pursuant to Section 5.1, (f) no Unrestricted Subsidiary shall own any (A) Real Property Collateral, (C) any licenses (including Cannabis Licenses) that are material to the business of the Senior NotesLoan Parties, or (B) intellectual property that is material to the business of the Loan Parties, (g) at the time of designation, such Subsidiary does not have assets in excess of $500,000 or generate revenue in excess of $500,000 for the most recently ended 12 month period, and (h) Agent shall have received an officer’s certificate executed by an Authorized Person of Borrower certifying compliance with the requirements of the preceding clauses (a) through (g). The designation of any Subsidiary formed or acquired after the Closing Date as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent Borrower’s or such relevant its Restricted Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent . Borrower or such relevant may designate any Unrestricted Subsidiary to be a Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03Subsidiary for purposes of this Agreement. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As of Notwithstanding the Restatement Effective Dateforegoing, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted may hold any Indebtedness, Liens or Equity Interests of any Loan Party or any Restricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary(or any of their respective assets).

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants continuing or would result therefrom and (cii) no such Subsidiary may also shall have been or will promptly be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryunrestricted subsidiary” for (or otherwise not be subject to the purpose of 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 foregoing (and successive Permitted Refinancing thereof). The designation of any Subsidiary as an Unrestricted Subsidiary on or after the Restatement Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment therein, as determined in good faith Investment therein (including the aggregate (undiscounted) principal amount of any Indebtedness owed by such Parent Borrower Subsidiary to any Loan Party or Restricted Subsidiary at the time of such relevant Restricted Subsidiary, and the designation). The Investment resulting from such designation must otherwise be in compliance with Section 9.037.02. The Borrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary at any time by written notice to the Administrative Agent if after giving effect to such designation, no Event of Default exists or would otherwise result therefrom and the Borrower complies with the obligations under clause (a) of Section 6.14. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence by the Borrower at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in any Unrestricted Subsidiary pursuant to the above in an amount equal to the fair market value at the date of such designation of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary shall be designated an Unrestricted Subsidiary if after (without giving effect to any write downs or write offs thereof). All designations and revocations occurring after the Amendment No. 3 Effective Date must be evidenced by an officer’s certificate of Borrower delivered to Administrative Agent with the Responsible Officer so executing such designation, certificate certifying compliance with the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiaryforegoing provisions of this Section 6.15.

Designation of Subsidiaries. (a) The Board board of Directors directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) if the Financial Covenant is then in effect, immediately after giving effect to such designation, designation the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma BasisBasis as of the last day of the relevant Reference Period, with each of the Financial Covenants Covenant and the Borrower shall have delivered to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after such designation it would be a “restricted subsidiary” for the purpose of any other Indebtedness with recourse to the Parent, the Borrower or a Restricted Subsidiary and (civ) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is was previously designated as an Unrestricted Subsidiary and then redesignated as a “Restricted Subsidiary” for the purpose of the Senior Notes. . (b) The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein, therein as determined in good faith by such Parent the board of directors of the Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.036.8 (as determined at the time of such designation). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As time and a return on any Investment by the Borrower in such Unrestricted Subsidiary; provided that (i) solely for the purpose of calculating the outstanding amounts of Investments under Section 6.8, upon a redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an outstanding Investment in an Unrestricted Subsidiary equal to an amount (if positive) equal to (a) the Borrower’s Investment in such Subsidiary at the time of such redesignation less (b) the portion of the Restatement Effective Datefair market value of the net assets of such Subsidiary at the time of such redesignation and (ii) solely for purposes of Section 5.10(c) and the Security Documents, there are no any Unrestricted Subsidiaries. No Subsidiary designated as a Restricted Subsidiary shall be designated deemed to have been acquired on the date of such designation. Any property transferred to or from an Unrestricted Subsidiary if after giving effect to shall be valued at its fair market value at the time of such designationtransfer, in each case as determined in good faith by the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiaryboard of directors of the Borrower.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower Company may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (a) immediately before and after such designation, no Default shall have occurred and be continuing, (b) in the case of a designation of a Subsidiary as an Unrestricted Subsidiary, an Investment in the amount of the fair market value of such Subsidiary would be permitted at such time, (c) immediately before and after giving effect to any such designation, the Parent Borrower and the other Restricted Subsidiaries Loan Parties shall be in compliance, compliance with the financial covenant set forth in Section 8.11 (irrespective of whether such covenant is otherwise applicable) on a Pro Forma BasisBasis (and the Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating compliance with the foregoing), with each of the Financial Covenants and (cd) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Senior Notes. The any Permitted First Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, Permitted Unsecured Refinancing Debt or any Indebtedness incurred under Section 8.03(f) and (e) following any designation of any a Restricted Subsidiary as an Unrestricted Subsidiary, such Unrestricted Subsidiary shall constitute an Investment by not be permitted to own or license from a third party any IP Rights that are material to the business of the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent Borrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03Restricted Subsidiaries. The re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Company at the date of such designation of the Restatement Effective Date, there are Company’s or its Subsidiary’s (as applicable) Investment in such Subsidiary; provided that in no Unrestricted Subsidiaries. No Subsidiary event shall be designated any such return on any Investment by the Company in an Unrestricted Subsidiary if after giving effect be duplicative of any return that increases the Available Amount pursuant to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiarydefinition thereof.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants continuing or would result therefrom and (cii) no such Subsidiary may also shall have been or will promptly be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryunrestricted subsidiary” for (or otherwise not be subject to the purpose of 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 foregoing (and successive Permitted Refinancing thereof). The designation of any Subsidiary as an Unrestricted Subsidiary on or after the Restatement Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment therein, as determined in good faith Investment therein (including the aggregate (undiscounted) principal amount of any Indebtedness owed by such Parent Borrower Subsidiary to any Loan Party or Restricted Subsidiary at the time of such relevant Restricted Subsidiary, and the designation). The Investment resulting from such designation must otherwise be in compliance with Section 9.037.02. The Borrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary at any time by written notice to the Administrative Agent if after giving effect to such designation, no Default or Event of Default exists or would otherwise result therefrom and the Borrower complies with the obligations under clause (a) of Section 6.14. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence by the Borrower at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in any Unrestricted Subsidiary pursuant to the above in an amount equal to the fair market value at the date of such designation of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary shall be designated an Unrestricted Subsidiary if after (without giving effect to any write downs or write offs thereof). All designations and revocations occurring after the RestatementAmendment No. 3 Effective Date must be evidenced by an officer’s certificate of Borrower delivered to Administrative Agent with the Responsible Officer so executing such designation, certificate certifying compliance with the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiaryforegoing provisions of this Section 6.15.

Designation of Subsidiaries. The Board A Financial Officer of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other its Restricted Subsidiaries shall be in compliance, on a Pro Forma BasisBasis after giving effect to such designation, with each of the Financial Covenants (and, as a condition precedent to the effectiveness of any such designation, Borrower shall deliver to Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior NotesRevolving Loan Credit Agreement; provided, however, under no circumstances shall the aggregate amount of EBITDA of all Unrestricted Subsidiaries at any time exceed 10% of the EBITDA of Borrower and its Restricted Subsidiaries on a consolidated basis. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent Borrowerall of such Person’s or such relevant Restricted Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, assets and the Investment resulting from such designation must otherwise be in compliance with Section 9.037.2. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As Notwithstanding anything to the contrary contained herein, none of the Restatement Effective DateForeign Stock Holding Companies, there are no any “Borrower” (as defined under the Revolving Loan Credit Agreement) or any other Subsidiary listed on Schedule (6.16) as not being permitted to be an Unrestricted Subsidiaries. No Subsidiary shall be designated as an Unrestricted Subsidiary if after giving effect to such designationSubsidiary. As of the Closing Date, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiaryof Borrower are set forth on Schedule (6.16).

Designation of Subsidiaries. (a) The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a the Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary (including any Restricted Subsidiary that is an Excluded Subsidiary as a Discretionary Guarantor or any Discretionary Guarantor as an Excluded Subsidiary) as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided provided, that (a) immediately before and after such designation, no Event of Default shall have occurred and be continuing, . (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes. The designation of any Subsidiary as an Unrestricted Subsidiary or any Discretionary Guarantor as an Excluded Subsidiary, as applicable, shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent Borrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein, the Borrower Investment therein as determined in good faith by such Parent the Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.036.7 (as determined at the time of such designation). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary or any Discretionary Guarantor as an Excluded Subsidiary, as applicable, shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As time and a return on any Investment by the Borrower in such Unrestricted Subsidiary; provided, that (i) solely for the purpose of calculating the outstanding amounts of Investments under Section 6.7 made in respect of any Unrestricted Subsidiary being redesignated as a Restricted Subsidiary or any Discretionary Guarantor as an Excluded Subsidiary, as applicable, upon such redesignation the Borrower shall be deemed to continue to have an outstanding Investment in such Subsidiary in an amount (if positive) equal to (a) the Borrower’s Investment in such Subsidiary at the time of such redesignation less (b) the fair market value of the Restatement Effective Datenet assets of such Subsidiary at the time of such redesignation attributable to the Borrower’s ownership of such Subsidiary and (ii) solely for purposes of Section 5.9(c) and the Security Documents, there are no any Unrestricted Subsidiaries. No Subsidiary designated as a Restricted Subsidiary shall be designated deemed to have been acquired on the date of such designation. Any property transferred to or from an Unrestricted Subsidiary if after giving effect to shall be valued at its fair market value at the time of such designationtransfer, in each case as determined in good faith by the Unrestricted Subsidiaries taken as a whole would constitute a Material SubsidiaryBorrower.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) except with respect to an Escrow Borrower, immediately before and after such designation, no Event of Default shall have occurred and be continuingcon-tinuing, (bii) except with respect to an Escrow Borrower, immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, Total Net Leverage Ratio on a Pro Forma Basis, with each as of the Financial Covenants last day of the most recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), would not exceed 4.50 to 1.00, and, as a condition precedent to the effectiveness of any such des-ignation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating compliance with such ratio and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose purposes of the Senior Notesany Material Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant its Restricted Subsidiary’s (Subsidiaries’, as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and Investments therein at the Investment resulting from such designation must otherwise be in compliance with Section 9.03time of the designation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such des-ignation of the Restatement Effective DateBorrower’s or its Subsidiaries, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to as applicable, investment in such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. (a) The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other no Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each Subsidiary that owns or exclusively licenses any Material IP of the Financial Covenants and (c) no Subsidiary Borrower or its Restricted Subsidiaries, or that holds any FCC Licenses, may be designated as an Unrestricted Subsidiary if it is other than in connection with transactions that have a “Restricted Subsidiary” for bona fide business purpose (as determined by the purpose of Borrower in good faith) utilizing available basket exceptions as necessary and (iii) the Senior Notes. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Parent Borrower or the relevant its Restricted Subsidiary (as applicable) Subsidiaries therein at the date of designation in an amount equal to the fair market value of Parent Borrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower the Borrower) of the Borrower’s or such relevant Restricted Subsidiary, and the Investment resulting from its respective subsidiaries’ (as applicable) investment therein as of such designation must otherwise be in compliance with Section 9.03date. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (y) a return on any Investment by the Borrower in such Unrestricted Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value (as determined in good faith by the Borrower) at the date of such designation of the Restatement Borrower’s or its Subsidiaries’ (as applicable) Investment in such Subsidiary. (b) The Borrower may at any time after the Effective Date, there are no Unrestricted SubsidiariesDate designate any Restricted Subsidiary that is an Excluded Subsidiary as an Electing Guarantor in accordance with Section 5.11 or Electing Guarantor as an Excluded Subsidiary. No The designation of any Excluded Subsidiary as an Electing Guarantor shall be designated an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material return on any Investment by the Borrower in such Excluded Subsidiary in an amount equal to the fair market value (as determined in good faith by the Borrower) at the date of such designation of the Borrower’s or its Subsidiaries’ (as applicable) Investment in such Subsidiary. The designation of any Electing Guarantor as an Excluded Subsidiary after the Effective Date shall constitute (i) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time and (ii) an Investment by the Borrower or its Restricted Subsidiaries therein at the date of designation in an amount equal to the fair market value (as determined in good faith by the Borrower) of the Borrower’s or its respective subsidiaries’ (as applicable) investment therein.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each the covenant set forth in Section 7.11 and, as a condition precedent to the effectiveness of any such designation, the Financial Covenants and Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Senior Secured Notes Documents, the Existing Senior NotesSubordinated Notes Documents, the ABL Credit Agreement, any Permitted Ratio Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, 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 Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to Borrower’s or its Subsidiary’s (as applicable) Investment in such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Closing Date designate any Restricted Subsidiary (other than a Borrowerany Restricted Subsidiary that was previously an Unrestricted Subsidiary) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each the Financial Performance Covenant recomputed as of the last day of the then-applicable Test Period, whether or not the Financial Covenants Performance Covenant would otherwise be applicable and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or similar concept) for the purpose of other Indebtedness of the Senior NotesBorrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective DateBorrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding anything to the contrary in any Loan Document, there are (A) in no event shall (i) Borrower or any Restricted Subsidiary contribute, or otherwise invest, any Material Intellectual Property in, or dispose of any Material Intellectual Property to, any Unrestricted Subsidiaries. No Subsidiary shall or (ii) any Subsidiary of Borrower be designated as an Unrestricted Subsidiary if after giving effect to such designationSubsidiary owns any Material Intellectual Property and (B) all Investments in, and dispositions to, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiaryby Borrower or any Restricted Subsidiaries may only be made pursuant to Section 6.04(m)(A).

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary of the Borrower (including any newly acquired or newly formed Restricted Subsidiary at of the time it is so acquired or formedBorrower) to be an Unrestricted Subsidiary unless such Subsidiary or any Unrestricted of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Borrower or any other Subsidiary as of the Borrower that is not a Restricted SubsidiarySubsidiary of the Subsidiary to be so designated; provided that (ai) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (bii) immediately before and after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries Total Leverage Ratio shall not be in compliance, on a greater than 4.50 to 1.00 after giving Pro Forma BasisEffect thereto, with each of the Financial Covenants and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the ABL Facility, the Senior Notes, or any other Junior Financing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value Fair Market Value as determined by the Borrower in good faith of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent . The Board of Directors of the Borrower may at any time designate or such relevant re-designate any Unrestricted Subsidiary of the Borrower to be a Restricted Subsidiary, and the Investment resulting from so long as such designation must otherwise be or re-designation would not result in compliance with Section 9.03an Event of Default. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As time and a return on any Investment by the Borrower in such Unrestricted Subsidiary pursuant to the preceding sentence in an amount equal to the Fair Market Value as determined by the Borrower in good faith at the date of such designation of the Restatement Effective DateBorrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, there are no any Unrestricted Subsidiaries. No Subsidiary shall that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary if after giving effect to Subsidiary, unless such designation, the Unrestricted Subsidiaries taken as a whole re-designation would constitute a Material Subsidiarynot result in an Event of Default.

Designation of Subsidiaries. The Board board of Directors directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuing, (bii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Parent Borrower and Net Leverage Ratio for the other Restricted Subsidiaries shall be in compliance, Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 6.01 is less than or equal to 4.50 to 1.0 (calculated on a Pro Forma Basis) (and, with each as a condition precedent to the effectiveness of any such designation, the Financial Covenants Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such test) and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Senior NotesABL Facilities, the First Lien Term Facilities or any Junior Financing or any other Indebtedness for borrowed money of any Loan Party in a principal amount in excess of the Threshold Amount. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value as determined by the Borrower in good faith of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As time and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Borrower in good faith at the date of such designation of the Restatement Effective DateBorrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, there are no any Unrestricted Subsidiaries. No Subsidiary shall that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Closing Date by notice from a Responsible Officer of the Borrower to the Administrative Agent designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and immediately after such designation, no Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliancecompliance with the covenants set forth in Section 7.18, determined on a Pro Forma Basis, with each pro forma basis as of the Financial Covenants end of the most recent fiscal quarter for which financial statements of the Borrower have been delivered under Section 6.01(a) or (b), as applicable, as if such designation had occurred on the last day of such fiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations -118- demonstrating such compliance and (ciii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted was previously designated an Unrestricted Subsidiary” for the purpose of the Senior Notes. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or investment therein (including the fair market value of the assets of such relevant Restricted Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and Subsidiary at the Investment resulting from such designation must otherwise be in compliance with Section 9.03time of designation). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such timetime and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s Investment in such Subsidiary. Notwithstanding anything herein to the contrary, in no event shall (i) the Borrower designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary owns any Material Intellectual Property or (ii) any Unrestricted Subsidiary own any Material Intellectual Property. As of the Restatement Effective Closing Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be has been designated as an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board board of Directors directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuing, (bii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Parent Borrower and Total Leverage Ratio for the other Restricted Subsidiaries shall be in compliance, Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 6.01 is less than or equal to 6.0 to 1.0 (calculated on a Pro Forma Basis) (and, with each as a condition precedent to the effectiveness of any such designation, the Financial Covenants and Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such test) and, (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the ABL Facilities, the Senior Notes, or any other Junior Financing or any other Indebtedness of any Loan Party and (iv) with respect to the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Amendment No. 1 Effective Date, the Required Lenders have provided prior written consent to such designation. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value as determined by the Borrower in good faith of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As time and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Borrower in good faith at the date of such designation of the Restatement Effective Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary. Maintenance of Ratings . Use commercially reasonable efforts to maintain (i) a public corporate credit rating from S&P and a public corporate family rating from ▇▇▇▇▇’▇, in each case in respect of the Borrower (or, alternatively, any direct or indirect parent thereof), and (ii) a public rating in respect of the Facility from each of S&P and ▇▇▇▇▇’▇. Post-Closing Matters . Execute and deliver the documents and complete the tasks set forth on Schedule 1.01A, in each case within the time limits specified on such Schedule (or such longer period as the Administrative Agent or the Collateral Agent, as applicable, may agree in its reasonable discretion). All conditions precedent, covenants and representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods set forth on Schedule 1.01A); provided that (x) to the extent any representation and warranty would not be true or any 94 provision of any covenant breached because the foregoing actions were not taken on the Closing Date, there are no Unrestricted Subsidiaries. No Subsidiary the respective representation and warranty shall be designated an Unrestricted Subsidiary if required to be true and correct in all material respects and the respective covenant complied with at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 6.16 and (y) all representations and warranties and covenants relating to the Collateral Documents shall be required to be true or, in the case of any covenant, complied with, immediately after giving effect the actions required to such designation, the Unrestricted Subsidiaries be taken as a whole would constitute a Material Subsidiaryby this Section 6.16 have been taken (or were required to be taken).

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, compliance on a Pro Forma Basis, Basis with each of the Financial Covenants and Covenants, (c) no Subsidiary may be designated as or continue as an Unrestricted Subsidiary if it is or is deemed to be a “Restricted Subsidiary” for the purpose purposes of any other Indebtedness and (d) immediately after giving effect to such designation, the aggregate Fair Market Value of all Investments of the Senior NotesBorrower and the Restricted Subsidiaries in Unrestricted Subsidiaries shall not exceed $5,000,000 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate of an Authorized Officer setting forth in reasonable detail the calculations demonstrating compliance with clauses (b) and (d) of this proviso). The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment therein. No Unrestricted Subsidiary shall at any time own any Equity Interests or Indebtedness of, as determined in good faith by such Parent or own or hold any Lien on, any property of the Borrower or such relevant any Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary Any such designation shall be designated notified by the Borrower to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of an Unrestricted Subsidiary if after giving effect to Authorized Officer certifying that such designation, designation complied with the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiaryforegoing provisions.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each the covenants set forth in Sections 6.12 and 6.13 recomputed as of the Financial Covenants and last day of the most recent Test Period for which financial statements are available, (c) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Indebtedness of Holdings or the Senior NotesBorrower and (d) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Restricted Subsidiary as of such date of designation (the “Designation Date”), plus (B) the aggregate fair market value of assets of all Unrestricted Subsidiaries (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5.0% of the Consolidated Total Assets of the Borrower and its Subsidiaries as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Restatement Effective Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective DateBorrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, there are no any Unrestricted Subsidiaries. No Subsidiary shall that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent U.S. Borrower may at any time after the Restatement Effective Date designate any anySection 6.14 Restricted Subsidiary of a Borrower (other than a the Canadian Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in complianceInvestment Payment Conditions are met, on a Pro Forma Basis, with each of the Financial Covenants and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Senior Notes Documents, the Senior NotesCash Flow Credit Agreement or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. For the avoidance of doubt, no assets of any Unrestricted Subsidiary may at any time be included in the Borrowing Base calculation, and upon the designation of any Loan Party as an Unrestricted Subsidiary, the Borrowers shall concurrently provide an updated Borrowing Base Certificate if such designation would result in the Borrowing Base decreasing by more than $17,500,000. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent a Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent such Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to such designation, the time and (ii) a return on any Investment by a Borrower in Unrestricted Subsidiaries taken pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of a Borrower’s or its Subsidiary’s (as a whole would constitute a Material applicable) Investment in such Subsidiary.. [Reserved]. Post-

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may may, at any time from and after the Restatement Effective Date Closing Date, designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designationdesignation (including giving effect on a pro forma basis subject to Section 1.04), the Parent Borrower and the other Restricted Subsidiaries Total Net Leverage Ratio shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants no greater than 6.50 to 1.00 and (ciii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Noteswas previously designated as an Unrestricted Subsidiary pursuant to this Section 5.10. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) applicable Loan Party therein at the date of designation in an amount equal to the fair market value of Parent Borrower’s or such relevant Restricted Subsidiarythe applicable Loan Party’s (as applicableor any of its Restricted Subsidiaries’) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary after the Closing Date shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such timetime and (ii) a return on any Investment by the applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s Investment in such Subsidiary. As Notwithstanding the foregoing, no Borrower nor any parent company of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary any Borrower shall be designated permitted to be an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Closing Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries Payment Condition shall be in compliancesatisfied, on a Pro Forma Basis, with each of the Financial Covenants and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Term Loan Credit Agreement, the Senior Notes, Existing Notes or any Junior 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 Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value as determined in good faith by the Borrower of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to Borrower’s or its Subsidiary’s (as applicable) Investment in such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary of the Borrower (including any newly acquired or newly formed Restricted Subsidiary at of the time it is so acquired or formedBorrower) to be an Unrestricted Subsidiary unless such Subsidiary or any Unrestricted of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Borrower or any other Subsidiary as of the Borrower that is not a Restricted SubsidiarySubsidiary of the Subsidiary to be so designated; provided that (ai) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (bii) immediately before and after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries Total Leverage Ratio shall not be in compliance, on a greater than 4.50 to 1.00 after giving Pro Forma BasisEffect thereto, with each of the Financial Covenants and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the First Lien Facility, the ABL Facility, the Senior NotesNotes or any other Junior Financing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value Fair Market Value as determined by the Borrower in good faith of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent . The Board of Directors of the Borrower may at any time designate or such relevant re-designate any Unrestricted Subsidiary of the Borrower to be a Restricted Subsidiary, and the Investment resulting from so long as such designation must otherwise be or re-designation would not result in compliance with Section 9.03an Event of Default. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As time and a return on any Investment by the Borrower in such Unrestricted Subsidiary pursuant to the preceding sentence in an amount equal to the Fair Market Value as determined by the Borrower in good faith at the date of such designation of the Restatement Effective DateBorrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, there are no any Unrestricted Subsidiaries. No Subsidiary shall that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary if after giving effect to Subsidiary, unless such designation, the Unrestricted Subsidiaries taken as a whole re-designation would constitute a Material Subsidiarynot result in an Event of Default.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Closing Date designate (or subsequently re-designate) any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after giving effect to such designationdesignation on a Pro Forma Basis, no Event of Default under Section 11.1 or 11.5 (with respect to a Borrower) shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent each relevant Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value Fair Market Value of Parent Borrowerthe net assets of such Subsidiary attributable to each such Person’s or such relevant Restricted Subsidiary’s (as applicable) investment therein, equity Investment therein as determined by the Borrower in good faith by such Parent Borrower or such relevant Restricted faith; provided that if any subsidiary (a “Subject Subsidiary, and ”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the Investment resulting from such designation must otherwise be “Previously Designated Unrestricted Subsidiary”) in compliance with Section 9.03the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As time (as applicable), (ii) a return on any Investment by each relevant Restricted Subsidiary in such Subsidiary pursuant to the preceding sentence in an amount equal to the Fair Market Value as of the Restatement Effective Datedate of such designation of the net assets of such Subsidiary attributable to each such Person’s equity Investment in such Subsidiary as determined by the Parent Borrower in good faith and (iii) the formation or acquisition of a Restricted Subsidiary for purposes of Section 9.11. Notwithstanding anything to the contrary in this Agreement, there are no Unrestricted Subsidiaries. No Subsidiary (x) the Parent Borrower shall be designated not designate as an Unrestricted Subsidiary if after giving effect any Restricted Subsidiary that #96533218v9 owns Material IP at the time of designation and (y) the Parent Borrower and its Restricted Subsidiaries shall not consummate any transfer of title (or transfer of similar effect) of Material IP to such designationany Unrestricted Subsidiary. For purposes of the preceding sentence, any transfer of title (or transfer of similar effect) with respect to Material IP shall not be deemed or interpreted to include a transfer in the Unrestricted Subsidiaries taken as form of a whole would constitute non-exclusive intellectual property license or any intellectual property license that is only exclusive with respect to a Material Subsidiaryparticular type or field (or types or fields) of usage or a certain territory or group of territories.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrowerthe Borrower or any Intermediate Parent) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each the Financial Performance Covenants recomputed as of the Financial Covenants and last day of the most recent Test Period for which financial statements are available, (c) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Indebtedness of Holdings or the Senior NotesBorrower and (d) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Restricted Subsidiary as of such date of designation (the “Designation Date”), plus (B) the aggregate fair market value of assets of all Unrestricted Subsidiaries (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5.0% of the Consolidated Total Assets of the Borrower and its Subsidiaries as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Restatement Effective Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount 127 equal to the fair market value at the date of such designation of the Restatement Effective DateBorrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, there are no any Unrestricted Subsidiaries. No Subsidiary shall that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants and as of the end of the most recently ended Test Period, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if after giving effect to such designation, it is would be a “Restricted Subsidiary” for under any Subordinated Indebtedness, any Indebtedness incurred pursuant to Sections 5.3(t) or (x), or any other material Indebtedness of a Credit Party, (d) no Unrestricted Subsidiary shall own any Stock or Stock Equivalents in the purpose Borrower or any of its Restricted Subsidiaries, (e) in no event shall any Unrestricted Subsidiary own any material intellectual property that is material to the business of the Senior Notes. Borrower and any of its Restricted Subsidiaries, taken as a whole, and (f) as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to Agent a certificate signed by a Responsible Officer setting forth in reasonable detail the calculations demonstrating compliance with the foregoing The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent Borrower’s or such relevant Restricted SubsidiaryPerson’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, Investment therein and the Investment resulting from such designation must otherwise be in compliance with and permitted under Section 9.035.2. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As ; provided that upon a re-designation of such Unrestricted Subsidiary as a Restricted Subsidiary, the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary Borrower shall be deemed to have an Investment in a Restricted Subsidiary in an amount equal to the book value of Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-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 if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary of the Borrower (including any newly acquired or newly formed Restricted Subsidiary at of the time it is so acquired or formedBorrower) to be an Unrestricted Subsidiary unless such Subsidiary or any Unrestricted of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Borrower or any other Subsidiary as of the Borrower that is not a Restricted SubsidiarySubsidiary of the Subsidiary to be so designated; provided that (ai) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (bii) immediately before and after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, compliance on a Pro Forma BasisBasis with Article VI, with each of the Financial Covenants and whether or not in effect at such time, (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Term Facility, the Senior Notes, or any other Junior Financing or any other Indebtedness of any Loan Party and (iv) prior to the designation of a Subsidiary owning assets included in the Borrowing Base with a value in excess of $5,000,000 as an Unrestricted Subsidiary, the Borrower shall deliver to the Administrative Agent and the FILO Agent an updated Borrowing Base Certificate demonstrating that, after giving pro forma effect to such designation, the aggregate principal amount of Revolving Credit Outstandings does not exceed the aggregate Maximum Credit at such time. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value Fair Market Value as determined by the Borrower in good faith of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent . The Board of Directors of the Borrower may at any time designate or such relevant re-designate any Unrestricted Subsidiary of the Borrower to be a Restricted Subsidiary, and the Investment resulting from so long as such designation must otherwise be or re-designation would not result in compliance with Section 9.03an Event of Default. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As time and a return on any Investment by the Borrower in such Unrestricted Subsidiary pursuant to the preceding sentence in an amount equal to the Fair Market Value as determined by the Borrower in good faith at the date of such designation of the Restatement Effective DateBorrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, there are no any Unrestricted Subsidiaries. No Subsidiary shall that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary if after giving effect to Subsidiary, unless such designation, the Unrestricted Subsidiaries taken as a whole re-designation would constitute a Material Subsidiarynot result in an Event of Default.

Designation of Subsidiaries. The Board board of Directors directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuing, (b) immediately after giving effect ii), the Consolidated Leverage Ratio shall be less than or equal to 4.0 to 1.0 (and, as a condition precedent to the effectiveness of any such designation, the Parent Borrower and shall deliver to the other Restricted Subsidiaries shall be Administrative Agent a certificate setting forth in compliance, on a Pro Forma Basis, with each reasonable detail the pro forma calculations demonstrating satisfaction of the Financial Covenants such test) and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Senior NotesFirst Lien Loans, or any other Junior Financing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent Borrower’s or the assets of such Subsidiary (less the amount of the Indebtedness of such Subsidiary on the date of such designation) that is allocated to the ownership interest of the relevant Restricted Group Member in such Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence incurrence, at the time of designation designation, of any Debt Indebtedness or Liens in such Subsidiary (equal to the amounts then owed by such Subsidiary) and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value of the assets of such Subsidiary existing at such time. As (less the amount of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Indebtedness of such Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect on the date of such re-designation) that is allocated to the ownership interest of the relevant Group Member in such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Closing Date designate (or redesignate) any Restricted Subsidiary (other than a Borrower) subsidiary as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default shall have occurred and be continuing, continuing (b) immediately including after giving effect to such designationthe reclassification of Investments in, Indebtedness of and Liens on the assets of, the Parent applicable Restricted Subsidiary or Unrestricted Subsidiary), (ii) the Borrower and the other Restricted Subsidiaries shall be in compliance, compliance with Section 6.12 calculated on a Pro Forma Basis, with each Basis as of the Financial Covenants and last day of the most recently ended Test Period immediately prior to giving effect to the relevant designation, (ciii) no Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose purposes of the Senior NotesABL Credit Agreement and (iv) as of the date of designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the portion of the fair market value of Parent the net assets of such Restricted Subsidiary attributable to the Borrower’s equity interest therein (whether direct or such relevant Restricted Subsidiary’s indirect) as reasonably estimated by the Borrower (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise shall only be in compliance with permitted to the extent such Investment is permitted under Section 9.036.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting as applicable, at the time of designation of any Debt then-existing Investment, Indebtedness or Liens Lien of such Restricted Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary existing as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such subsidiary as calculated at such time. As the time re-designated as a Restricted Subsidiary, less (b) the portion of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No fair market value of the net assets of such Restricted Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect attributable to the Borrower’s equity therein (whether direct or indirect) as reasonably estimated by the Borrower at the time of such re-designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary of the Borrower (including any newly acquired or newly formed Restricted Subsidiary at of the time it is so acquired or formedBorrower) to be an Unrestricted Subsidiary unless such Subsidiary or any Unrestricted of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Borrower or any other Subsidiary as of the Borrower that is not a Restricted SubsidiarySubsidiary of the Subsidiary to be so designated; provided that (ai) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (bii) immediately before and after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, compliance on a Pro Forma BasisBasis with Article VI, with each of the Financial Covenants and whether or not in effect at such time, (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Term Facility, the Second Lien Facility, the Senior Notes, or any other Junior Financing or any other Indebtedness of any Loan Party and (iv) prior to the designation of a Subsidiary owning assets included in the Borrowing Base with a value in excess of $5,000,000 as an Unrestricted Subsidiary, the Borrower shall deliver to the Administrative Agent and the FILO Agent an updated Borrowing Base Certificate demonstrating that, after giving pro forma effect to such designation, the aggregate principal amount of Revolving Credit Outstandings does not exceed the aggregate Maximum Credit at such time. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value Fair Market Value as determined by the Borrower in good faith of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent . The Board of Directors of the Borrower may at any time designate or such relevant re-designate any Unrestricted Subsidiary of the Borrower to be a Restricted Subsidiary, and the Investment resulting from so long as such designation must otherwise be or re-designation would not result in compliance with Section 9.03an Event of Default. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As time and a return on any Investment by the Borrower in such Unrestricted Subsidiary pursuant to the preceding sentence in an amount equal to the Fair Market Value as determined by the Borrower in good faith at the date of such designation of the Restatement Effective DateBorrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, there are no any Unrestricted Subsidiaries. No Subsidiary shall that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary if after giving effect to Subsidiary, unless such designation, the Unrestricted Subsidiaries taken as a whole re-designation would constitute a Material Subsidiarynot result in an Event of Default.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary of the Borrower (including any newly acquired or newly formed Restricted Subsidiary at of the time it is so acquired or formedBorrower) to be an Unrestricted Subsidiary unless such Subsidiary or any Unrestricted of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Borrower or any other Subsidiary as of the Borrower that is not a Restricted SubsidiarySubsidiary of the Subsidiary to be so designated; provided that (ai) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (bii) immediately before and after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, compliance on a Pro Forma BasisBasis with Article VI, with each of the Financial Covenants whether or not in effect at such time, and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Term Facility, the Senior Notes, or any other Junior Financing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value Fair Market Value as determined by the Borrower in good faith of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent . The Board of Directors of the Borrower may at any time designate or such relevant re-designate any Unrestricted Subsidiary of the Borrower to be a Restricted Subsidiary, and the Investment resulting from so long as such designation must otherwise be or re-designation would not result in compliance with Section 9.03an Event of Default. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As time and a return on any Investment by the Borrower in such Unrestricted Subsidiary pursuant to the preceding sentence in an amount equal to the Fair Market Value as determined by the Borrower in good faith at the date of such designation of the Restatement Effective DateBorrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, there are no any Unrestricted Subsidiaries. No Subsidiary shall that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary if after giving effect to Subsidiary, unless such designation, the Unrestricted Subsidiaries taken as a whole re-designation would constitute a Material Subsidiarynot result in an Event of Default.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Closing Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants continuing and (cii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Specified Indebtedness of Holdings, the Senior NotesBorrower or any Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective DateBorrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary; provided that upon a designation of any Unrestricted Subsidiary as a Restricted Subsidiary, there are no Unrestricted Subsidiaries. No the Borrower or its Restricted Subsidiary shall be designated deemed to continue to have an Unrestricted Investment in the resulting Restricted Subsidiary in an amount (if after giving effect positive) equal to (a) the amount of the Borrower’s or its Restricted Subsidiary’s Investment in such Restricted Subsidiary at the time of such designation, less (b) the portion of the fair market value (as reasonably determined by the Borrower) of the assets of such Restricted Subsidiary attributable to the Borrower’s or it’s Restricted Subsidiary’s equity therein at the time of such designation. Notwithstanding the foregoing, (i) no Unrestricted Subsidiaries Subsidiary may hold any Liens or Equity Interests of or in Holdings, the Borrower or any Restricted Subsidiary (or any of their respective assets) and (ii) no Unrestricted Subsidiary shall own any intellectual property that is material to the business of Holdings and its Restricted Subsidiaries, taken as a whole would constitute whole, nor shall Holdings or any of its Restricted Subsidiaries transfer (which shall not include non-exclusive licenses) or contribute to any Unrestricted Subsidiary intellectual property that is material to the business of Holdings and its Restricted Subsidiaries, taken as a Material Subsidiarywhole.

Designation of Subsidiaries. The Board of Directors of TheSubject to the Parent Required Lenders’ written consent thereto (in their sole and absolute discretion) and subject to the conditions herein, the Borrower may at any time after the Restatement Effective Closing Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (a1) immediately before and after such designation, (i) no Event of Default shall have occurred and be continuing, (b2) immediately after giving effect to an Investment in such designation, the Parent Borrower and the other Restricted Subsidiaries shall amount (as described below) would be in compliance, on a Pro Forma Basis, with each of the Financial Covenants permitted at such time and (c3) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of any Permitted First Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, Incremental Equivalent Debt, Permitted Ratio Debt or Permitted Refinancing of any of the Senior Notesforegoing (in the case of any unsecured Indebtedness, in excess of the Threshold Amount). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent Borrower’s as determined in good faith by the Borrower or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a Return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Restatement Effective Borrower’s or its respective Subsidiary’s (as applicable) Investment in such Subsidiary; provided that. Notwithstanding the foregoing, on and after the New Incremental Term Loan Closing Date, there are no (a) any Unrestricted Subsidiaries. No Subsidiary shall that has been designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary if after giving effect and (b) in no event shall any such Return on any Investment by the Borrower inbe permitted to such designation(x) designate a Subsidiary as an Unrestricted Subsidiary be duplicative of any Return that increases the Cumulative Credit pursuant to the definition thereof.or (y) transfer any assets to any Unrestricted Subsidiary, in each case, without the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiaryprior written consent of the Required Lenders (in their sole and absolute discretion).

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each the covenant set forth in Section 7.10 (it being understood that if no Test Period cited in Section 7.10 has passed, the covenant in Section 7.10 for the first Test Period cited in such Section shall be satisfied as of the Financial Covenants last four quarters ended) irrespective of whether then in effect, and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Second Lien Loan Documents, any Junior Financing or any other Indebtedness permitted to be secured by the Senior NotesCollateral, as applicable. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment therein, Investment therein as determined in good faith reasonably estimated by such Parent the Borrower or such relevant Restricted Subsidiary, (and the Investment resulting from such designation must shall only be permitted to the extent such Investment is otherwise be in compliance with permitted under Section 9.037.02 of this Agreement). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence or making, as applicable, at the time of designation of any Debt then-existing Investment, Indebtedness or Liens Lien of such Restricted Subsidiary, as applicable; provided that upon a redesignation of any Unrestricted Subsidiary existing as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s Investment in such Restricted Subsidiary at the time of such time. As re designation, less (b) the portion of the Restatement Effective Date, there are no fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re designation. Any Unrestricted Subsidiaries. No Subsidiary shall that is designated as a Restricted Subsidiary may not be re designated as an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower Company may at any time after the Restatement Effective Closing Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (a1) immediately before and after such designation, (i) no Event of Default shall have occurred and be continuing, (b2) immediately after giving effect to an Investment in such designation, the Parent Borrower and the other Restricted Subsidiaries shall amount would be in compliance, on a Pro Forma Basis, with each of the Financial Covenants permitted at such time and (c3) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of any Permitted Ratio Debt or Permitted Refinancing of any of the Senior Notesforegoing (in the case of any unsecured Indebtedness, in excess of the $20,000,000). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) Company therein at the date of designation in an amount equal to the fair market value of Parent Borrower’s as determined in good faith by the Company or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a Return on any Investment by the Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Company at the date of such designation of the Restatement Effective Date, there are Company’s or its respective Subsidiary’s (as applicable) Investment in such Subsidiary; provided that in no Unrestricted Subsidiaries. No Subsidiary event shall be designated any such Return on any Investment by the Company in an Unrestricted Subsidiary if after giving effect be duplicative of any Return that increases the Cumulative Credit pursuant to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiarydefinition thereof.

Designation of Subsidiaries. The Board board of Directors directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each the covenants set forth in Sections 7.02 and 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Financial Covenants and Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the Senior NotesFirst Lien Debt Documents or any Junior Financing and (iv) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market net book value of Parent the Borrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, therein (and the Investment resulting from such designation must otherwise shall only be in compliance with permitted to the extent such Investment is permitted under Section 9.037.02). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As Each designation or redesignation must be evidenced by a resolution of the Restatement Effective Dateboard of directors of the Borrower, there are no Unrestricted Subsidiaries. No Subsidiary a certified copy of which shall be designated an Unrestricted Subsidiary if after giving effect delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation, designation complies with the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiaryforegoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11.

Designation of Subsidiaries. The Board of Directors of Any Borrower or the Parent Borrower Company may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) 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 under clauses (a), (b), (h) or (i) of Section 7.01 shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) Company therein at the date of designation in an -73- amount equal to the fair market value Fair Market Value of Parent Borrowerthe Company’s or such relevant Restricted its Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Restatement Effective DateCompany’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. To the extent that each of the Margin Bridge Facility and any Permitted Bridge Refinancing thereof and any Takeout Margin Loan have been repaid in full and the collateral theretofore released, there are no Unrestricted Subsidiaries. No the Company shall cause the Pledged VMware Shares and any class A common stock of VMware pledged to secure the Permitted Bridge Refinancing of the Margin Bridge Facility or the Takeout Margin Loan, as applicable, to be distributed to the Company or one of its Restricted Subsidiaries or the Subsidiary holding such shares shall be designated an Unrestricted re-designated, or merged with, a Restricted Subsidiary if after giving effect to such designation, of the Unrestricted Subsidiaries taken as a whole would constitute a Material SubsidiaryCompany (the “Pledged VMware Share Return”).

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary of the Borrower (including any newly acquired or newly formed Restricted Subsidiary at of the time it is so acquired or formedBorrower) to be an Unrestricted Subsidiary unless such Subsidiary or any Unrestricted of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Borrower or any other Subsidiary as of the Borrower that is not a Restricted SubsidiarySubsidiary of the Subsidiary to be so designated; provided that (ai) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (bii) immediately before and after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, compliance on a Pro Forma BasisBasis with Article VI, with each of the Financial Covenants whether or not in effect at such time, and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Term Facility, the Senior Notes, or any other Junior Financing or any other Indebtedness of any Loan Party and (iv) prior to the designation of a Subsidiary owning assets included in the Borrowing Base with a value in excess of $5,000,000 as an Unrestricted Subsidiary, the Borrower shall deliver to the Administrative Agent an updated Borrowing Base Certificate demonstrating that, after giving pro forma effect to such designation, the aggregate principal amount of Revolving Credit Outstandings does not exceed the aggregate Maximum Credit at such time. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value Fair Market Value as determined by the Borrower in good faith of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent . The Board of Directors of the Borrower may at any time designate or such relevant re-designate any Unrestricted Subsidiary of the Borrower to be a Restricted Subsidiary, and the Investment resulting from so long as such designation must otherwise be or re-designation would not result in compliance with Section 9.03an Event of Default. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As time and a return on any Investment by the Borrower in such Unrestricted Subsidiary pursuant to the preceding sentence in an amount equal to the Fair Market Value as determined by the Borrower in good faith at the date of such designation of the Restatement Effective DateBorrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, there are no any Unrestricted Subsidiaries. No Subsidiary shall that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary if after giving effect to Subsidiary, unless such designation, the Unrestricted Subsidiaries taken as a whole re-designation would constitute a Material Subsidiarynot result in an Event of Default.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower Holdings may at any time after the Restatement Effective Date designate any Restricted Subsidiary of Holdings (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries Holdings shall be in compliance, on a Pro Forma Basis, with each the covenant set forth in Section 7.11 (whether or not then in effect), and, as a condition precedent to the effectiveness of any such designation, Holdings shall deliver to the Financial Covenants and Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Junior Financing or any other financing documentation with secured Indebtedness that ranks pari passu with the Senior NotesObligations in lien priority on the Collateral, 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 Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) Holdings therein at the date of designation in an amount equal to the fair market value of Parent Borrower’s Holdings’ or such relevant Restricted its Subsidiary’s (as applicable) investment therein, as determined in good faith Investment therein (including the aggregate (undiscounted) principal amount of any Indebtedness owed by such Parent Borrower Subsidiary to any Loan Party or Restricted Subsidiary immediately prior to such relevant Restricted Subsidiary, and the designation). The Investment resulting from such designation must otherwise be in compliance with Section 9.037.02. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence by Holdings at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No such designation of Holdings’ or its Subsidiary’s (as applicable) Investment in such Subsidiary shall be designated an Unrestricted Subsidiary if after (without giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiaryany write downs or write offs thereof).

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each the Financial Performance Covenant recomputed as of the Financial Covenants last day of the most recent Test Period and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Indebtedness of Holdings or the Senior NotesBorrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective DateBorrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, there are no any Unrestricted Subsidiaries. No Subsidiary shall that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that: 103 [[NYCORP:3713047v14:05/10/2018--10:17 PM]] (a) immediately before and after such designation, no Event of Default shall have occurred and be continuing, ; (b) immediately after giving effect Borrower shall deliver to Administrative Agent a certificate of a Responsible Officer of Borrower demonstrating compliance with the foregoing clause (a) of this Section 7.16 and, if applicable, certifying that such designation, Subsidiary meets the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each requirements of the Financial Covenants and an “Unrestricted Subsidiary”; (c) no any Unrestricted Subsidiary may that has subsequently been designated as a Restricted Subsidiary shall not be re-designated as an Unrestricted Subsidiary; and (d) the Investment resulting from the designation of such Restricted Subsidiary if it as an Unrestricted Subsidiary as described above is a “Restricted Subsidiary” for the purpose of the Senior Notespermitted by Section 8.3. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value (as determined by the Borrower in good faith) of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt or Indebtedness and Liens of such Subsidiary existing at such time. As time and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value (as determined by the Borrower in good faith) at the date of such designation of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to Borrower’s or its Subsidiary’s (as applicable) Investment in such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) of the Parent Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designationdesignation on a Pro Forma Basis as of the end of the most recent Test Period, (i) no Event of Default shall have occurred and be continuing, (b) immediately continuing or would exist after giving effect to such designation, thereto and (ii) the Parent Borrower and the other Restricted Subsidiaries shall be is in compliance, on a Pro Forma Basis, pro forma compliance with each of the Financial Covenants and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior NotesSection 6.10. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Parent Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (y) a return on any Investment by the Parent Borrower or the applicable Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Restatement Effective DateParent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding anything to the contrary contained herein, there are in no Unrestricted Subsidiaries. No Subsidiary event shall be designated an any Unrestricted Subsidiary if after giving effect (I) own or exclusively license any material intellectual property used in the business of the Parent Borrower and its Subsidiaries, (II) own Equity Interests of any Restricted Subsidiary, (III) hold any Indebtedness owed to such designation, Unrestricted Subsidiary by the Unrestricted Borrowers or any of their respective Restricted Subsidiaries taken as a whole would constitute a Material Subsidiaryor (IV) have Liens on the assets of the Borrowers or any of their respective Restricted Subsidiaries.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each the covenants set forth in Sections 6.12 and 6.13 recomputed as of the Financial Covenants and last day of the most recent Test Period for which financial statements are available, (c) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Indebtedness of Holdings or the Senior NotesBorrower and (d) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Restricted Subsidiary as of such date of designation (the “Designation Date”), plus (B) the aggregate fair market value of assets of all Unrestricted Subsidiaries (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5.0% of the Consolidated Total Assets of the Borrower and its Subsidiaries as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Restatement Effective Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted 123 Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective DateBorrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, there are no any Unrestricted Subsidiaries. No Subsidiary shall that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Closing Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (a1) immediately before and after such designation, (i) no Event of Default shall have occurred and be continuing, (b2) immediately after giving effect to an Investment in such designation, the Parent Borrower and the other Restricted Subsidiaries shall amount would be in compliance, on a Pro Forma Basis, with each of the Financial Covenants permitted at such time and (c3) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of any Permitted First Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, Incremental Equivalent Debt, Permitted Ratio Debt or Permitted Refinancing of any of the Senior Notesforegoing (in the case of any unsecured Indebtedness, in excess of the Threshold Amount). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent Borrower’s as determined in good faith by the Borrower or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a Return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Restatement Effective Date, there are Borrower’s or its respective Subsidiary’s (as applicable) Investment in such Subsidiary; provided that in no Unrestricted Subsidiaries. No Subsidiary event shall be designated any such Return on any Investment by the Borrower in an Unrestricted Subsidiary if after giving effect be duplicative of any Return that increases the Cumulative Credit pursuant to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiarydefinition thereof.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each the covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the Financial Covenants last four quarters ended), and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Senior Notes Documents or any other Indebtedness with an aggregate outstanding principal amount in excess of the Senior NotesThreshold Amount. The designation of any Subsidiary as an Unrestricted Subsidiary after the Amendment No. 5 Effective Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective Date, there are no Unrestricted SubsidiariesBorrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. No Restricted Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect that owns Intellectual Property that is material to such designationthe Borrower’s business, the Unrestricted Subsidiaries taken as a whole would constitute a Material (as reasonably determined by the Borrower), shall be designated or maintained as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Board board of Directors directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuing, (bii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Parent Borrower and Net Leverage Ratio for the other Restricted Subsidiaries shall be in compliance, Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 6.01 is less than or equal to 4.90 to 1.0 (calculated on a Pro Forma Basis) (and, with each as a condition precedent to the effectiveness of any such designation, the Financial Covenants Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such test) and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the ABL Facilities, the Senior NotesNotes or any Junior Financing or any other Indebtedness for borrowed money of any Loan Party in a principal amount in excess of the Threshold Amount. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value as determined by the Borrower in good faith of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As time and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Borrower in good faith at the date of such designation of the Restatement Effective DateBorrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, there are no any Unrestricted Subsidiaries. No Subsidiary shall that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board board of Directors directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and Net Leverage Ratio for the other Restricted Subsidiaries shall be in compliance, Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 7.1 is less than or equal to 5.25 to 1.0 (calculated on a Pro Forma Basis) (and, with each as a condition precedent to the effectiveness of any such designation, the Financial Covenants Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such test) and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Senior Notesany Term Facility or any Junior Financing or any other Indebtedness for borrowed money of any Loan Party in a principal amount in excess of $45,000,000. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value as determined by the Borrower in good faith of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As time and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Borrower in good faith at the date of such designation of the Restatement Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary after the Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall Date may not be subsequently re-designated as an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board board of Directors directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted its Subsidiaries shall be in compliance, on a Pro Forma Basispro forma basis, with each the covenants set forth in Sections 7.02, 7.03 and 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Financial Covenants Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (c) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if (i) it is a “Restricted Subsidiary” for the purpose of any other Indebtedness of the Senior NotesBorrower or any of its Restricted Subsidiaries or (ii) the Borrower or any Restricted Subsidiary provides any Guarantee or credit support of any kind, including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness of any Indebtedness of such Unrestricted Subsidiary or is directly or indirectly liable on such Indebtedness, as a guarantor or otherwise or any Indebtedness of such Unrestricted Subsidiary contains a default that would permit, upon notice, lapse of time or both, any holder of any Indebtedness of Borrower or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent Borrower’s or such relevant Restricted SubsidiaryPerson’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, therein and the Investment resulting from such designation must otherwise be in compliance with Section 9.037.02. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time. As The Unrestricted Subsidiaries of the Restatement Effective Date, there Borrower on the Closing Date are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiarylisted on Schedule 6.14.

Designation of Subsidiaries. The Board Borrower’s board of Directors of the Parent Borrower directors may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuingcontinuing (including, without limitation, any Default as a result of a breach of the covenants set forth in Sections 6.01, 6.02 and 6.04), (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basispro forma basis, with each the covenant set forth in Section 6.13 (to the extent such compliance is required at such time in accordance with the terms of such Section 6.13) (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a copy of the board resolution giving effect to such designation and a certificate of a Financial Covenants and Officer setting forth in reasonable detail the calculations demonstrating such compliance), (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if under this Agreement unless it is is, or will concurrently become, an “Unrestricted Subsidiary” as defined in, and for all purposes of, the Existing Senior Unsecured Debt Documents and (iv) no Unrestricted Subsidiary may be designated as a Restricted Subsidiary under this Agreement unless it is, or will concurrently become, a “Restricted Subsidiary” as defined in, and for all purposes of, the purpose of Existing Senior Unsecured Debt Documents the Existing Senior NotesUnsecured Debt Documents. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market net book value of Parent the Borrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt or Liens of such Subsidiary existing at such time. As of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, Total Leverage Ratio on a Pro Forma Basis, with each as of the Financial Covenants last day of the most recent fiscal year or fiscal quarter for which financial statements have been delivered or deemed delivered pursuant to Section 5.01(a) or 5.01(b), would not exceed 3.25 to 1.00, and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating compliance with such ratio and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is at such time a “Restricted Subsidiary” for the purpose purposes of the Senior Notesany Material Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant its Restricted Subsidiary’s (Subsidiaries’, as applicable) investment , Investments therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective DateBorrower’s or its Subsidiaries, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to as applicable, investment in such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may may, at any time from and after the Restatement Effective Date Closing Date, designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, compliance with the covenant set forth in Section 7.10 on a Pro Forma Basispro forma basis in accordance with Section 1.03(c) (and as a condition precedent to the effectiveness of any such designation, with each of Parent shall deliver to the Financial Covenants Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (ciii) no if a Restricted Subsidiary may be is being designated as an Unrestricted Subsidiary if it is a “hereunder, such Restricted Subsidiary” , together with all other Unrestricted Subsidiaries as of such date of designation (the “Designation Date”), must not have contributed greater than 10% of Parent’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of Parent, for the purpose period of the Senior Notesfour consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) applicable Loan Party therein at the date of designation in an amount equal to the fair market value of Parent Borrowerthe applicable Loan Party’s or such relevant Restricted Subsidiary’s investment therein (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03Parent). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such timetime and (ii) a return on any Investment by the applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s Investment in such Subsidiary. As Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary Borrower shall be designated permitted to be an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Amendment Effective Date by notice from a Financial Officer of the Borrower to the Administrative Agent designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and immediately after such designation, no Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance with the covenants set forth in Section ‎6.01, determined on a pro forma basis as of the end of the most recent fiscal quarter for which financial statements of the Borrower have been delivered under Section 5.01, as if such designation had occurred on the last day of such fiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, on a Pro Forma Basis, with each of the Financial Covenants and (ciii) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (iv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary if it is a hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Restricted Subsidiary” for Designation Date”), plus (B) the purpose aggregate fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 5.17 as of the Senior NotesDesignation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 7.5% of the Consolidated Total Assets of the Borrower as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Amendment Effective Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to Borrower’s Investment in such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. (a) The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrowerany Credit Party) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at by written notice to the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that Administrative Agent. Any such designation shall be subject to (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) immediately the representations and warranties in the Loan Documents are true and correct in all material respects (or with respect to any representations and warranties qualified by materiality or Material Adverse Effect, in all respects), (c) no Unrestricted Subsidiary may own or lease any Intellectual Property material to the Parent Borrower and the Restricted Subsidiaries and (d) the Parent Borrower shall be in compliance with the financial covenants set forth in Section 9.1 and a Consolidated Net Leverage Ratio of not greater than 4.00 to 1.00, in each case, on a pro forma basis after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each designation as of the Financial Covenants and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose last day of the Senior Notesmost recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a)(i) or (a)(ii). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant and its Restricted Subsidiary (as applicable) Subsidiaries therein at the date of designation in an amount equal to the fair market value (as determined in good faith by the Parent Borrower) of the Parent Borrower’s or such relevant its Restricted Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such . (b) The Parent Borrower or may designate any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent provided that at least three (3) days prior to such relevant designation, the Parent Borrower shall deliver to the Administrative Agent all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering requirements, including the USA Patriot Act, with respect to such Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt or Debt, Investments and/or Liens of such Subsidiary existing at such time. As of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Restricted Subsidiary shall may be designated as an Unrestricted Subsidiary if after giving effect to such designation, the it was previously designated an Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower (a) Holdings may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) of Holdings as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each the covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the Financial Covenants last four quarters ended) if then in effect, and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notesany Unsecured Bridge Loans or any Junior Financing, as applicable. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) Holdings therein at the date of designation in an amount equal to the fair market value of Parent Borrower’s Holdings’ or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) 147 the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No such designation of Holdings’ or its Subsidiary’s (as applicable) Investment in such Subsidiary. (b) Holdings may designate (or re-designate) any Restricted Subsidiary shall be designated that is an Unrestricted Excluded Subsidiary if as an Electing Guarantor and may designate (or re-designate) any Electing Guarantor as an Excluded Subsidiary; provided that (i) after giving effect to such designationrelease, such Restricted Subsidiary shall not be a guarantor of the Unrestricted Unsecured Bridge Loans, (ii) such redesignation shall constitute an Investment by Holdings or the relevant Restricted Subsidiary, as applicable, therein at the date of designation in an amount equal to the fair market value (as determined in good faith by Holdings) of the Investments held by the and/or the applicable Restricted Subsidiaries taken as a whole would constitute a Material Subsidiaryin such Electing US Guarantor or Electing Foreign Guarantor immediately prior to such re-designation and such Investments shall otherwise be permitted hereunder and (iii) any Indebtedness or Liens of such Restricted Subsidiary (after giving effect to such release) shall be deemed to be incurred at the time of such release by such Electing Guarantor and such incurrence shall otherwise be permitted hereunder.

Designation of Subsidiaries. The Board board of Directors directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuing, (b) immediately after giving effect ii), the Consolidated Leverage Ratio shall be less than or equal to 4.0 to 1.0 (and, as a condition precedent to the effectiveness of any such designation, the Parent Borrower and shall deliver to the other Restricted Subsidiaries shall be Administrative Agent a certificate setting forth in compliance, on a Pro Forma Basis, with each reasonable detail the pro forma calculations demonstrating satisfaction of the Financial Covenants such test) and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Senior NotesSecond Lien Loans, or any other Junior Financing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent Borrower’s or the assets of such Subsidiary (less the amount of the Indebtedness of such Subsidiary on the date of such designation) that is allocated to the ownership interest of the relevant Restricted Group Member in such Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence incurrence, at the time of designation designation, of any Debt Indebtedness or Liens in such Subsidiary (equal to the amounts then owed by such Subsidiary) and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value of the assets of such Subsidiary existing at such time. As (less the amount of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Indebtedness of such Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect on the date of such re-designation) that is allocated to the ownership interest of the relevant Group Member in such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of Any Borrower or the Parent Borrower Company may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) 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 under clauses (a), (b), (h) or (i) of Section 7.01 shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the Financial Covenants and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) Company therein at the date of designation in an amount equal to the fair market value Fair Market Value of Parent Borrowerthe Company’s or such relevant Restricted its Subsidiary’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Restatement Effective DateCompany’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. To the extent that each of the Margin Bridge Facility and any Permitted Bridge Refinancing thereof and any Takeout Margin Loan have been repaid in full and the collateral theretofore released, there are no Unrestricted Subsidiaries. No the Company shall cause the Pledged VMware Shares and any class A common stock of VMware pledged to secure the Permitted Bridge Refinancing of the Margin Bridge Facility or the Takeout Margin Loan, as applicable, to be distributed to the Company or one of its Restricted Subsidiaries or the Subsidiary holding such shares shall be designated an Unrestricted re-designated, or merged with, a Restricted Subsidiary if after giving effect to such designation, of the Unrestricted Subsidiaries taken as a whole would constitute a Material SubsidiaryCompany (the “Pledged VMware Share Return”).

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may may, at any time from and after the Restatement Effective Date Closing Date, designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, compliance with the covenant set forth in Section 7.10 on a Pro Forma Basispro forma basis in accordance with Section 1.03(c) (and as a condition precedent to the effectiveness of any such designation, with each of Parent shall deliver to the Financial Covenants Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (ciii) no if a Restricted Subsidiary may be is being designated as an Unrestricted Subsidiary if it is a “hereunder, such Restricted Subsidiary” , together with all other Unrestricted Subsidiaries as of such date of designation (the “Designation Date”), must not have contributed greater than 10% of Parent’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of Parent, for the purpose period of the Senior Notesfour consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) applicable Loan Party therein at the date of designation in an amount equal to the fair market value of Parent Borrowerthe applicable Loan Party’s or such relevant Restricted Subsidiary’s investment therein (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03Parent). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such timetime and (ii) a return on any Investment by the applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s Investment in such Subsidiary. As Notwithstanding the foregoing, neither ▇▇▇▇▇ Borrower nor any direct or indirect parent company of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary theany Borrower shall be designated permitted to be an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) of the Borrower as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each the covenant set forth in Section 7.11 ( it being understood that if no Test Period cited in Section 7.11 has passed, the covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the Financial Covenants last four quarters ended) if then in effect, and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, and (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the any Senior NotesNotes Documents, Opco Senior Notes Documents or any Junior Financing, 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 Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of Parent the Borrower’s or such relevant Restricted its Subsidiary’s (as applicable) investment Investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt Investment, Indebtedness or Liens of such Subsidiary existing at such time. As time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to Borrower’s or its Subsidiary’s (as applicable) Investment in such designation, the Unrestricted Subsidiaries taken as a whole would constitute a Material Subsidiary.