Common use of Designation of Subsidiaries Clause in Contracts

Designation of Subsidiaries. The Borrower may, at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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 period of four 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 applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.10 on a Pro Forma Basis 7.11 (it being understood that if no Test Period cited in accordance with Section 1.03(c7.11 has passed, the covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended) (and 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 , (iii) if a Restricted no Subsidiary is being may be designated as an Unrestricted Subsidiary hereunder, such if it is a “Restricted Subsidiary” for the purpose of any Senior Notes Documents, 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)ABL Credit Agreement or any Junior Financing, as of the most recently ended fiscal quarter of the Borrowerapplicable, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment therein or its Subsidiary’s (as determined in good faith by the Borrower)applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party 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 such Loan Partythe Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower and its Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.10 compliance, on a Pro Forma Basis Basis, with the Financial Covenants 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 would be a “Restricted Subsidiary” 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 accordance with Section 1.03(cthe Borrower or any of its Restricted Subsidiaries, (e) in no event shall any Unrestricted Subsidiary own any intellectual property that is material to the business of the Borrower and any of its Restricted Subsidiaries, taken as a whole, and (and f) as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate signed by a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance) and (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together compliance 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 period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01foregoing. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party 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 applicable Loan Partysuch Person’s investment therein (as determined applicable) Investment therein and the Investment resulting from such designation must otherwise be in good faith by the Borrower)compliance with and permitted under Section 5.2. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) time; provided that upon a return on any re-designation of such Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to have an Investment by the applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence a Restricted Subsidiary in an amount equal to the fair market book value of Borrower’s “Investment” in such Restricted Subsidiary at the date time of such designation of such Loan Party’s Investment in such Subsidiaryre-designation. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be permitted to be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.10 compliance, on a Pro Forma Basis in accordance Basis, with Section 1.03(cthe 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) (and as a condition precedent such ratio is recomputed on the last day of the Test Period most recently ended on or prior to the effectiveness such date of any such designation, calculated as if such designation occurred as of the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating first day of such complianceTest Period, (c) and (iii) if a no Restricted Subsidiary is being may be designated as an Unrestricted Subsidiary hereunder, such 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, together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% ” for the purposes of the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries)Existing Notes Indenture, as the Senior Notes Indenture or any Permitted Refinancing Indebtedness in respect thereof or any other material Indebtedness of the most recently ended fiscal quarter Borrower or any of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01its Restricted Subsidiaries. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the applicable Loan PartyBorrower’s investment therein (as determined in good faith by the Borrower)and shall be subject to Section 10.5. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence Incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted subject to be an Unrestricted SubsidiarySection 10.1, 10.2 and 10.5.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Escrow Release Date designate (or re-designate) any existing or subsequently acquired or organized Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary and designate (or re-designate) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation or re-designation on a Pro Forma Basis, no Default or 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 (ii) immediately after giving effect to such designation or re-designation, the Borrower and its Restricted Subsidiaries shall be in compliance compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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), 6.22 recomputed as of the most recently ended fiscal quarter last day of the Borrower, for the most recent period of four consecutive fiscal quarters then ended, for which financial statements have been or were required to be delivered pursuant to Section 6.016.1(a) or (b). The designation (or re-designation) of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Escrow Release Date shall constitute an Investment investment by the applicable Loan Party Borrower therein at the date of designation (or re-designation) in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment therein or its Restricted Subsidiary’s (as determined applicable) investment therein. Such designation (or re-designation) will be permitted only if an investment in good faith by the Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing amount would be permitted at such time and (ii) a return on any Investment by the applicable Loan Party in pursuant to Section 6.17. Unrestricted Subsidiaries pursuant will not be subject 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiarymandatory prepayments, representations and warranties, covenants or Events of Default set forth in the Loan Documents.

Designation of Subsidiaries. The Borrower may, at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 compliance, on a Pro Forma Basis in accordance Basis, with Section 1.03(c) a Total Leverage Ratio not to exceed 2.75:1.00 (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 such compliance) and ), (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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 period of four (4) consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.016.01 and (iv) each Subsidiary designated as a “restricted subsidiary” under the ABL Facility shall be designated as a Restricted Subsidiary hereunder. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall not be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, Guarantor may at any time from and after the Closing Date, (a) designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary and (b) designate any existing or newly acquired or formed Restricted Subsidiary of the Guarantor as an Unrestricted Subsidiary, unless such Restricted Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any lien on any property of, any Restricted Subsidiary; provided that that, (i) immediately before and after giving effect to any such designation, (A) no Default or Event of Default shall have occurred and be continuingcontinuing and (B) the combined assets of the Guarantor and its Restricted Subsidiaries represent the majority of all assets of the Guarantor and its Subsidiaries in the aggregate (as shown on the consolidated balance sheet of the Guarantor as of the Guarantor’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available), (ii) immediately the Guarantor shall be in compliance with the financial covenants set forth in Clauses C.13 and C.14 (and a certificate of a Senior Officer of the Guarantor setting forth the related calculations shall have been delivered to Ex-Im Bank), and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after giving effect to such designation, it would be a “Restricted Subsidiary”, “guarantor” or “borrower” (or similar designation) for the Borrower shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (and as a condition precedent to the effectiveness purpose 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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% Indebtedness of the Borrower’s Consolidated EBITDA (calculated inclusive Guarantor or any of all Unrestricted its Restricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, for the period of four 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 Guarantor or the applicable Loan Party Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as reasonably determined in good faith by a Senior Officer of the Borrower)Guarantor) of the Guarantor’s or such Restricted Subsidiary’s (as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Guarantor or the applicable Loan Party Restricted Subsidiary in such Unrestricted Subsidiaries pursuant to the preceding sentence Subsidiary in an amount equal to the fair market value (as reasonably determined in good faith by a Senior Officer of the Guarantor) at the date of such designation of the Guarantor’s or such Loan PartyRestricted Subsidiary’s (as applicable) Investment in such Subsidiary. Any designation by the Guarantor pursuant to this Clause B.10 shall be evidenced to Ex-Im Bank by promptly delivering to Ex-Im Bank a certificate of a Responsible Official of the Guarantor giving effect to such designation and certifying that such designation complies with the provisions of this Clause B.10. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not be permitted to be subsequently re-designated as an Unrestricted Subsidiary until at least two full Fiscal Quarters have passed since the date such Unrestricted Subsidiary was re-designated as a Restricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.10 on a Pro Forma Basis 7.11 (it being understood that if no Test Period cited in accordance with Section 1.03(c7.11 has passed, the covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended) (and 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 , (iii) if a Restricted no Subsidiary is being may be designated as an Unrestricted Subsidiary hereunder, such if it is a “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 period purpose of four consecutive fiscal quarters then ended, any Indebtedness for which financial statements have been delivered pursuant to borrowed money permitted under Section 6.017.03 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 Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment therein or its Subsidiary’s (as determined in good faith by the Borrower)applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party Borrower in Unrestricted Subsidiaries such Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Partythe Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Escrow Release Date designate (or re-designate) any existing or subsequently acquired or organized Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary and designate (or re-designate) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation or re-designation on a Pro Forma Basis, no Default or 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 (ii) immediately after giving effect to such designation or re-designation, the Borrower and its Restricted Subsidiaries shall be in compliance compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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), 6.22 recomputed as of the most recently ended fiscal quarter last day of the Borrower, for the most recent period of four consecutive fiscal quarters then ended, for which financial statements have been or were required to be delivered pursuant to Section 6.016.1(a) or (b). The designation (or re-designation) of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Escrow Release Date shall constitute an Investment investment by the applicable Loan Party Borrower therein at the date of designation (or re-designation) in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment therein or its Restricted Subsidiary’s (as determined applicable) investment therein. Such designation (or re-designation) will be permitted only if an investment in good faith by the Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing amount would be permitted at such time and (ii) a return on any Investment by the applicable Loan Party in pursuant to Section 6.17. Unrestricted Subsidiaries pursuant will not be subject to any of the mandatory prepayments, representations and warranties, covenants or Events of Default set forth in the Loan Documents. Notwithstanding anything herein 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. Notwithstanding the foregoingcontrary, neither the Borrower nor any direct or indirect parent company of the Borrower Western Digital International Ltd. (a Cayman Islands exempted company) shall not be permitted to be designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.10 on a Pro Forma Basis 7.11 (it being understood that if no Test Period cited in accordance with Section 1.03(c) (and 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 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 , (iii) if a Restricted no Subsidiary is being may be designated as an Unrestricted Subsidiary hereunder, such if it is a “Restricted Subsidiary, together ” for the purpose of any Senior Notes Documents or any Junior Financing with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% an aggregate outstanding principal amount in excess of the Borrower’s Consolidated EBITDA Threshold Amount and (calculated inclusive of all iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Restatement Effective Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment therein or its Subsidiary’s (as determined in good faith by the Borrower)applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party 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 such Loan Partythe Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The A Financial Officer of Borrower may, Representative may at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately the Borrowers shall be in pro forma compliance with the financial covenant set forth in Section 7.10 whether or not then in effect, (c) after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 on no Unrestricted Subsidiary may own any Capital Stock of a Pro Forma Basis in accordance with Section 1.03(cSubsidiary other than an Unrestricted Subsidiary, (d) (and as a condition precedent to the effectiveness no Unrestricted Subsidiary may guaranty any Indebtedness of any such designationCredit Party or any Restricted Subsidiary, the (e) neither any Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) nor any Restricted Subsidiary may guaranty any Indebtedness of any Unrestricted Subsidiary and (iiif) if a Restricted no Subsidiary is being may be designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all if it is a “restricted subsidiary” for the purpose of other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% material indebtedness of the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Borrower and its Restricted Subsidiaries); provided, as further, that solely in connection with the implementation of the most recently ended fiscal quarter Nexus Unrestricted Structure Transaction, any member of the BorrowerNexus Unrestricted Group may be designated as an Unrestricted Subsidiary without compliance with clause (a) or (b) of the proviso above (and, for the period avoidance of four consecutive fiscal quarters then endeddoubt, for which financial statements have been delivered pursuant to Section 6.01such designations may be made in advance of the consummation of the Nexus Unrestricted Structure Transaction). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by Borrowers or the applicable Loan Party relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of all of such Person’s assets and the applicable Loan Party’s investment therein (as determined Investment resulting from such designation must otherwise be in good faith by the Borrower)compliance with Section 7.2. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time time. With respect to the assets of Unrestricted Subsidiaries and Restricted Subsidiaries that are Credit Parties being included in the calculation of the Borrowing Base, (a) if a Restricted Subsidiary is designated by Borrowers as an Unrestricted Subsidiary, the assets of such Subsidiary shall immediately be excluded from the Borrowing Base, and (b) if an Unrestricted Subsidiary is designated by Borrowers as a Restricted Subsidiary after the Closing Date, then the assets of such Subsidiary shall not be included in the calculation of the Borrowing Base until (i) Agent consents (such consent not to be unreasonably withheld) to such inclusion (except to the extent such Subsidiary’s assets were previously included in the Borrowing Base) and (ii) a return on any Investment Agent has received satisfactory appraisals and field exams with respect to the assets of such Subsidiary, if applicable, as reasonably required by Agent and (iii) the applicable Loan Party in Credit Parties have complied with Section 6.12(a) with respect to such Subsidiary. As of the Closing Date, the Unrestricted Subsidiaries of the Borrowers are set forth on Schedule (6.13). No Subsidiary, other than a member of the Nexus Unrestricted Group, that is a Restricted Subsidiary on the Closing Date may be designated as an Unrestricted Subsidiary at any time. In the event that any member of the Nexus Unrestricted Group is designated an Unrestricted Subsidiary prior to the consummation of the Nexus Acquisition, but the Nexus Acquisition is consummated pursuant to the preceding sentence in an amount equal to the fair market value at Nexus Restricted Structure Transaction, then upon the date of the Nexus Acquisition, such designation of such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower Persons shall automatically be permitted to be an Unrestricted Subsidiaryredesignated as Restricted Subsidiaries.

Designation of Subsidiaries. The Borrower Parent may, at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower Parent shall be in compliance with the covenants covenant set forth in Section 7.10 on a Pro Forma Basis pro forma basis in accordance with Section 1.03(c) (and as a condition precedent to the effectiveness of any such designation, the Borrower Parent shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designationdesignation (the “Designation Date”), must not have contributed greater than 10% of the BorrowerParent’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the BorrowerParent, for the period of four 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 applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the BorrowerParent). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the no Borrower nor any direct or indirect parent company of the any Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, Payor may at any time from and after other than during the Closing Date, Relief Period designate any Payor Group Restricted Subsidiary as an a Payor Group Unrestricted Subsidiary or any Payor Group Unrestricted Subsidiary as a Payor Group Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Credit Default shall have occurred and be continuingcontinuing or would result from such designation, (iib) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 Consolidated Total Leverage Ratio, determined on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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 last day of the most recently ended fiscal quarter of Holdings, is less than 3.25 to 1.00, and the Borrower, Swiss Borrower shall have delivered to Payee a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b) and (c) no Subsidiary may be designated as a Payor Group Unrestricted Subsidiary if it is (i) a “restricted subsidiary” or a “guarantor” (or any similar designation) for the period Senior Subordinated Notes or any Material Indebtedness that is subordinated in right of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant payment to Section 6.01the Obligations or (ii) an Intermediate Holdco or a Borrower. The designation of any Restricted Subsidiary as an a Payor Group Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party parent company of such Subsidiary therein under Section 3.04(u) at the date of designation in an amount equal to the fair market value of the applicable Loan Partysuch parent company’s investment therein (as determined in good faith by the Borrower)therein. 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 Investment, 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 time, 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 Partyany Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be on a pro forma basis, Parent and its Restricted Subsidiaries are in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(cFinancial Covenants, measuring clause (a) (and as a condition precedent to of 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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries Secured Net Leverage Ratio as of such the date of designation, must not have contributed greater than 10% such designation and otherwise re-computing such covenant as of the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as last day of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, Fiscal Quarter for which financial statements shall have been delivered pursuant to Section 6.015.1(a) or 5.1(b) (or, if the Borrower at its sole discretion shall have provided the Administrative Agent with monthly financial statements for Parent and its Restricted Subsidiaries, re-computing such covenants as of the last day of the most recently ended twelve month period) as if such designation was in effect on the first day of the relevant period for testing compliance, (iii) an Unrestricted Subsidiary that has subsequently been designated as a Restricted Subsidiary cannot be redesignated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purposes of any Permitted Acquisition Debt, Permitted Ratio Debt, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness, and (v) no Unrestricted Subsidiary may own any Capital Stock or Indebtedness of, or hold any Lien on any property of, the Borrower or any Restricted Subsidiary of the Borrower. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower of the Borrower)’s or any applicable Subsidiary’s Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party 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 such Loan Party’s Investment in such Subsidiaryreturn. Notwithstanding the foregoing, neither the Borrower nor will not designate any direct or indirect parent company of the Borrower shall be permitted to be Restricted Subsidiary that owns Material IP as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower CPG may, at any time from and after the Closing Date, designate any Restricted Subsidiary of any Credit Party (other than a Loan Party) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower Loan Parties shall be in compliance with the covenants set forth in Section 7.10 Article VII on a Pro Forma Basis in accordance with Section 1.03(cBasis, (iii) (and no Restricted Subsidiary may be designated 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) an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and (iiiiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderhereunder (A) in the case of the Borrower and its Restricted Subsidiaries (exclusive of OpCo and its Restricted Subsidiaries), such Restricted Subsidiary, together with all other Unrestricted Subsidiaries of the Borrower as of such date of designation, must not have contributed greater than 1015% of the Borrower’s CPPL MLP OpCo Percentage of the Consolidated EBITDA Net Tangible Assets or (B) in the case of the Credit Parties (including the Borrower and its Restricted Subsidiaries) in the aggregate, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries of the Credit Parties as of such date of designation, must not have contributed greater than (x) prior to the Investment Grade Date, $300,000,000 plus any returns received in cash by any Credit Party and (y) from and after the Investment Grade Date, 20% of the Consolidated Net Tangible Assets (but, notwithstanding the definition of Consolidated Net Tangible Assets, calculated inclusive of all Unrestricted Subsidiaries)) plus any returns received in cash by any Credit Party on Investments previously made in Unrestricted Subsidiaries, as of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.015.01(h) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(h), the most recent financial statements referred to in Section 3.04(a)(ii)). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment investment by the applicable Loan a Credit Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan such Credit Party’s investment therein therein. None of the Credit Parties shall at any time be directly or indirectly liable for any Indebtedness that provides the holder thereof may (as determined in good faith by with the Borrowerpassage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of an Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investmentinvestment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment investment by the applicable Loan any Credit 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 Credit Party’s Investment investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Date designate (or re-designate) any Restricted Subsidiary as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation (or re-designation), no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designationdesignation (or redesignation), the Borrower shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis with the financial covenants in accordance with Section 1.03(c) (and 7.10 as a condition precedent of the last day of the most recently ended Test Period on or prior to the effectiveness date of any such designationdetermination, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iii) if a Restricted no Subsidiary is being may be designated as an Unrestricted Subsidiary hereunderif, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Incremental Equivalent Debt, together with all other Unrestricted Subsidiaries as Refinancing Equivalent Debt or Junior Financing, and (iv) the Investment resulting from the designation of such date of designation, must not have contributed greater than 10% of Subsidiary as an Unrestricted Subsidiary as described in the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to immediately succeeding sentence is permitted by Section 6.017.02. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined by the Borrower in good faith by of the Borrower)’s or a Subsidiary’s (as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower or the applicable Loan Party 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 such Loan Partythe Borrower’s or a Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding Unrestricted Subsidiaries will not be subject to the foregoingprovisions of this Agreement, neither and 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 may be designated by the Borrower nor as an Unrestricted Subsidiary if it owns any direct or indirect parent company intellectual property that is material to the business of the Borrower shall be permitted to be an Unrestricted Subsidiaryand the Restricted Subsidiaries taken as a whole (as determined by the Borrower in good faith).

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 7.10(a) and (b), determined on a Pro Forma Basis as of the last day of the most recently ended Test Period (or, if no Test Period cited in accordance with Section 1.03(c7.10(a) or (b), as applicable, has passed, the covenants in Section 7.10(a) and (b) for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, 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), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes, or any Junior Financing, as applicable and (iiiiv) 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, together with all other Unrestricted Subsidiaries Subsidiary as of such date of designationdesignation (the “Designation Date”), must not have contributed greater than 10% plus (B) the aggregate fair market value of the Borrower’s Consolidated EBITDA (calculated inclusive assets of all Unrestricted Subsidiaries), Subsidiaries (in each case measured as of the most recently ended fiscal quarter date of the Borrower, each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed $250,000,000 as of such Designation Date pro forma for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01such designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party 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 such Loan Partythe Borrower’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower maymay designate any subsidiary (including any existing subsidiary and any newly acquired or newly formed subsidiary) to be an Unrestricted Subsidiary unless (A) such subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, at or owns or holds any time from and after Lien on, any property of, the Closing Date, designate Borrower or any Restricted Subsidiary (other than solely any Unrestricted Subsidiary of the subsidiary to be so designated) (B) the assets of such subsidiary are included in the Borrowing Base; provided that (i) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Borrower; (ii) such designation complies with the covenants described in Section 6.03(c); (iii) no Default or Event of Default shall have occurred and be continuing; (iv) either: (A) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Excess Cash Availability test described in Section 6.01(a); or (B) Excess Cash Availability for the Borrower and its Restricted Subsidiaries would be greater than or equal to Excess Cash Availability immediately prior to such designation, in each case on a pro forma basis taking into account such designation; and (v) each of: (A) the subsidiary to be so designated; and (B) its subsidiaries has not at the time of designation, and does not thereafter, incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiary. Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of the Specified Senior Indebtedness, the Specified Senior Subordinated Indebtedness or any Junior Financing. (b) The Borrower may designate any Unrestricted Subsidiary as to be a Restricted Subsidiary; provided that (i) that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, continuing and either: (i) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Excess Cash Availability test described in Section 6.01(a); or (ii) Excess Cash Availability for the Borrower and its Restricted Subsidiaries would be greater than or equal to Excess Cash Availability immediately after prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the Borrower shall be notified by the Borrower to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the board of directors of the Borrower or any committee thereof giving effect to such designation, the Borrower shall be in compliance designation and an Officer’s Certificate certifying that such designation complied with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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 period of four 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 applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiaryforegoing provisions.

Designation of Subsidiaries. (a) The board of directors of the Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) if the Financial Covenant is then in effect, immediately after giving effect to such designation, designation the Borrower and the Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.10 compliance, on a Pro Forma Basis in accordance as of the last day of the relevant Reference Period, with Section 1.03(c) (the Financial Covenant and as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver have delivered to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and , (iii) if a no Restricted Subsidiary is being may be designated as an Unrestricted Subsidiary hereunderif after such designation it would be a “restricted subsidiary” for the purpose of any other Indebtedness with recourse to the Parent, such the Borrower or a Restricted Subsidiary and (iv) 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, 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 period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01. b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment therein (as determined in good faith by the Borrowerboard of directors of the Borrower and the Investment resulting from such designation must otherwise be in compliance with Section 6.8 (as determined at the time of such designation). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party Borrower in such Unrestricted Subsidiaries pursuant 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 the preceding sentence continue to have an outstanding Investment in an amount 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 fair 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, any Unrestricted Subsidiary designated as a Restricted Subsidiary shall be deemed to have been acquired on the date of such designation. Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the date time of such designation transfer, in each case as determined in good faith by the board of such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company directors of the Borrower shall be permitted to be an Unrestricted SubsidiaryBorrower.

Designation of Subsidiaries. (a) The Borrower may, may at any time from and after by written notice to the Closing Date, Administrative Agent (i) designate any Restricted Subsidiary as an Excluded Subsidiary or an Unrestricted Subsidiary or (ii) remove such designation with respect to any Excluded Subsidiary or designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, continuing or would result therefrom. (iib) immediately after giving effect to such designation, the Borrower Any Excluded Subsidiary shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as treated like an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with for all other purposes of this Agreement; provided that the Excluded Subsidiaries designated pursuant to clause (g) of the definition thereof and Unrestricted Subsidiaries as of such date of designation, must that are designated by the Borrower pursuant to Section 5.9(a) in the aggregate shall not have contributed constitute (after intercompany eliminations) greater than 10% of the Borrower’s total assets of the Borrower and its Consolidated EBITDA (calculated inclusive Subsidiaries as of all Unrestricted Subsidiaries), as the end of the most recently ended completed fiscal quarter year of the Borrower (such level, the “Excluded Subsidiary Threshold”). In the event the Excluded Subsidiary Threshold is exceeded as of the end of the most recently completed fiscal year of the Borrower, for the period of four consecutive fiscal quarters then ended, for which Borrower shall within three Business Days after delivering its annual financial statements have been delivered to the Administrative Agent pursuant to Section 6.01. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment 5.1, by the applicable Loan Party therein at the date of designation in an amount equal written notice to the fair market value Administrative Agent, remove the designation applicable to one or more Excluded Subsidiaries designated an Excluded Subsidiary pursuant to clause (g) of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness definition thereof or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party in Unrestricted Subsidiaries pursuant in accordance with Section 5.9(a) in order to comply with 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted SubsidiaryExcluded Subsidiary Threshold.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower Total Net Leverage shall not exceed the lesser of (a) 3.50 to 1:00 and (b) the then-applicable Total Net Leverage required to be in compliance with the covenants set forth in maintained pursuant to Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (and 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 such compliance) and compliance with this condition, (iii) if a Restricted no Subsidiary is being may be designated as an Unrestricted Subsidiary hereunder, such if it is a “Restricted Subsidiary” for the purpose of any Incremental Equivalent Debt or any Permitted Refinancing of any of the foregoing, 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 as of such date of designationSubsidiaries, must not have contributed greater (1) account for more than 101.0% of the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as revenue of the most recently ended fiscal quarter Borrower and its Subsidiaries on a consolidated basis for such period and/or (2) own assets representing more than 1.0% of the Borrower, for total assets of the period Borrower and its Subsidiaries on a consolidated basis at the end of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01such period. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower) of the Borrower’s or its Subsidiary’s (as applicable) Investment therein (including the aggregate (undiscounted) principal amount of any Indebtedness owed by such Subsidiary to any Loan Party or Restricted Subsidiary immediately prior to such designation). The Investment resulting from such designation must otherwise be in compliance with Section 7.02. 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 Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party 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 such Loan Partythe Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Lead Borrower may, may at any time from and after the Closing Date, Date designate any Restricted Subsidiary (other than the Canadian Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower Distribution Conditions shall be in compliance with the covenants set forth in Section 7.10 satisfied on a Pro Forma Basis Basis, (iii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the net worth of the Subsidiary designated immediately prior to such designation (such net worth to be calculated without regard to any Obligations of such Subsidiary under the Credit Party Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Lead Borrower or any Restricted Subsidiary immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 1.03(c10.05, (iv) (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 (iii) if a Restricted no Subsidiary is being may be designated as an Unrestricted Subsidiary hereunderif it is a “Restricted Subsidiary” for the purpose of (I) the Senior Notes Indenture (or any indenture that governs Indebtedness that refinances the Senior Notes), such or (II) any Permitted Junior Notes Document or other debt instrument, in each case of this clause (II), with a principal amount in excess of the Threshold Amount, (v) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, together the Lead Borrower shall comply with all other the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vi) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiaries as of such date of designationSubsidiary, must not have contributed greater than 10% (vii) in the case 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 period of four 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, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Lead Borrower or any Restricted Subsidiary after or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary and (viii) the Closing Date Lead Borrower shall constitute an Investment have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein preceding clause (as determined in good faith by the Borrowerii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (iA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiB) a return on any Investment by the applicable Loan Party Lead 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 such Loan Partythe Lead Borrower’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower board of directors of Holdings may, at any time from and after the Closing Effective Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, Holdings and the Borrower shall be in compliance with the covenants set forth in Section 7.10 6.12 on a Pro Forma Basis in accordance with Section 1.03(cpro forma basis, (iii) (and no Restricted Subsidiary may be designated 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) an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and (iiiiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than ten percent (10% %) of Consolidated Total Assets (but, notwithstanding the Borrower’s definition of Consolidated EBITDA (Total Assets, calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, Holdings for which financial statements have been delivered pursuant to Section 6.015.01(a) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a), the most recent financial statements referred to in Section 3.04(a)(ii)). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment investment by Holdings, the Borrower or the applicable Loan Party Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of Holdings’, the Borrower’s or the applicable Loan PartyRestricted Subsidiary’s investment therein therein. None of Holdings, the Borrower or any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides the holder thereof may (as determined in good faith by with the Borrowerpassage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of an Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investmentinvestment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment investment by Holdings, the Borrower or the applicable Loan Party 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 Holdings’, the Borrower’s or such Loan PartyRestricted Subsidiary’s Investment investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower Designated IP Subsidiary shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 compliance, on a Pro Forma Basis in accordance Basis, with Section 1.03(c) a Total Net Leverage Ratio of no greater than 3.90 to 1.00 (and as a condition precedent to the effectiveness of any such designationor, if lower, the Borrower shall deliver to Financial Performance Covenant), in either case, for the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and Test Period then most recently ended, (iii) if a Restricted no Subsidiary is being may be designated as an Unrestricted Subsidiary hereunderor continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Specified Indebtedness of Holdings, such the Borrower or any Restricted Subsidiary, together with (iv) no Unrestricted Subsidiary may own, and none of Holdings, the Borrower or any of its Restricted Subsidiaries may transfer to any Unrestricted Subsidiary, any material Intellectual Property, (v) no Unrestricted 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 (vi) at the time of such designation of an Unrestricted Subsidiary and after giving effect thereto, the aggregate assets or revenues of all other Unrestricted Subsidiaries as of such date of designation, must do not have contributed greater than 10exceed 2.5% of the Borrower’s Consolidated EBITDA consolidated revenues or consolidated assets, as applicable, of the Borrower (calculated inclusive of including, for this purpose, all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, for the period of four 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 Borrower or the applicable Loan Party Restricted Subsidiary therein at the date of designation in an amount equal to the portion of the fair market value (as reasonably determined by the Borrower in good faith) of the assets of such Restricted Subsidiary attributable to the Borrower’s or its applicable Loan PartyRestricted Subsidiary’s investment equity interest therein (as determined in good faith reasonably estimated by the BorrowerBorrower (and such designation shall only be permitted to the extent such Investment is otherwise permitted herein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party 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 or its Restricted Subsidiary’s (as applicable) Investment in such Loan PartyUnrestricted Subsidiary; provided that, immediately after such designation, the Borrower or its Restricted Subsidiary shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the amount of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiary. Notwithstanding Restricted Subsidiary at the foregoingtime of such designation, neither less (b) the portion of the fair market value (as reasonably determined by the Borrower nor any direct or indirect parent company in good faith) of the Borrower shall be permitted assets of such Restricted Subsidiary attributable to be an Unrestricted the Borrower’s or it’s Restricted Subsidiary’s equity therein at the time of such designation.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Third Restatement Effective Date designate (or re-designate) any existing or subsequently acquired or organized Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary and designate (or re-designate) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation or re-designation on a Pro Forma Basis, no Default or 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 (ii) immediately after giving effect to such designation or re-designation, the Borrower and its Restricted Subsidiaries shall be in compliance compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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), 6.22 recomputed as of the most recently ended fiscal quarter last day of the Borrower, for the most recent period of four consecutive fiscal quarters then ended, for which financial statements have been or were required to be delivered pursuant to Section 6.016.1(a) or (b). The designation (or re-designation) of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Third Restatement Effective Date shall constitute an Investment investment by the applicable Loan Party Borrower therein at the date of designation (or re-designation) in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment therein or its Restricted Subsidiary’s (as determined applicable) investment therein. Such designation (or re-designation) will be permitted only if an investment in good faith by the Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing amount would be permitted at such time and (ii) a return on any Investment by the applicable Loan Party in pursuant to Section 6.17. Unrestricted Subsidiaries pursuant will not be subject 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiarymandatory prepayments, representations and warranties, covenants or Events of Default set forth in the Loan Documents.

Designation of Subsidiaries. The board of directors of the Lead Borrower may, may at any time from and after the Closing Date, designate or re-designate (x) any Restricted Subsidiary of any Borrower as an Unrestricted Subsidiary or (y) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 Fixed Charge Coverage Ratio calculated on a Pro Forma Basis in accordance with Basis, would be no less than 2.00 to 1.00 as of the last day of the Test Period most recently ended prior to such designation for which the financial statements and certificates required by Section 1.03(c5.04(a) (and or 5.04(b), as a condition precedent to the effectiveness of any such designationcase may be, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and have been delivered, (iii) if a no Borrower may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary is being may be designated as an Unrestricted Subsidiary hereunder, such if it is a “Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% ” for the purpose of the Borrower’s Consolidated EBITDA ABL Credit Agreement, the Senior Secured Notes or any other Indebtedness listed on Schedule 6.01, (calculated inclusive of all Unrestricted Subsidiaries), v) as of the most recently ended fiscal quarter last date of designation thereof, no Unrestricted Subsidiary shall own any Equity Interests in any Borrower or any Loan Party or hold any Indebtedness of, or Lien on any property of any Borrower or any Loan Party, (vi) the Borrower, for the period holder of four consecutive fiscal quarters then ended, for which financial statements any Indebtedness of any Unrestricted Subsidiary shall not have been delivered pursuant any recourse to any Borrower or any Loan Party with respect to such Indebtedness (unless such Indebtedness is otherwise permitted under Section 6.01) or (vi) any Subsidiary previously designated as an Unrestricted Subsidiary may not thereafter be re-designated as an Unrestricted Subsidiary. The designation of any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrowers therein at the date of designation in an amount equal to the portion (proportionate to such Borrower’s equity interest in such subsidiary) of the fair market value of the applicable Loan Party’s investment therein net assets of such Subsidiary (as determined in good faith by and such designation shall only be permitted to the Borrower)extent such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Restricted Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at time. As of the date of such designation of such Loan Partyany designation, the Lead Borrower shall have delivered to the Administrative Agent an officer’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company certificate executed by a Responsible Officer of the Lead Borrower shall be permitted certifying to be an Unrestricted Subsidiarysuch officer’s knowledge, compliance with the requirements of this Section 5.15, including reasonably detailed calculations required to demonstrate compliance with the Fixed Charge Coverage Ratio on a Pro Forma Basis.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (and 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 , (iii) if a Restricted Subsidiary is being no subsidiary may be designated as an Unrestricted Subsidiary hereunderif it owns or licenses any Material IP, such and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary, together with all ” for the purpose of any Junior Financing or any other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% of Indebtedness permitted to be secured by the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries)Collateral, as of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01applicable. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment therein or its Subsidiary’s (as determined in good faith applicable) Investment therein as reasonably estimated by the BorrowerBorrower (and such designation shall only be permitted to the extent such Investment is otherwise permitted under Section 7.02 of this Agreement). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence or making, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Liens Lien of such Restricted Subsidiary, as applicable; provided that upon a redesignation of any Unrestricted Subsidiary existing at such time and (ii) as a return on any Restricted Subsidiary, the Borrower #4865-3972-4350v17 shall be deemed to continue to have an Investment by in the applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s Investment in such Restricted Subsidiary at the time of such re designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the date time of such designation of such Loan Party’s Investment in such Subsidiaryre designation. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall Any Unrestricted Subsidiary that is designated as a Restricted Subsidiary may not be permitted to be re designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by delivering to the Administrative Agent a certificate of an Authorized Officer of the Borrower specifying such designation and certifying that the conditions to such designation set forth in this Section 5.15 are satisfied; provided that that: (ia) both immediately before and immediately after any such designation, no Default or Event of Default shall have occurred and be continuing, ; (iib) immediately after giving pro forma effect to such designation, the Borrower shall be in pro forma compliance with the covenants set forth each Financial Maintenance Covenant, in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries each case recomputed 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 last day of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, Test Period for which financial statements have been delivered pursuant to Section 6.015.01(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 Latest Financial Statements); (c) in the case of a designation of a Subsidiary as an Unrestricted Subsidiary, each subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 5.15; (d) in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, each Subsidiary of which such designated Subsidiary is a subsidiary has been, or concurrently therewith will be, designated as a Restricted Subsidiary in accordance with this Section 5.15; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary or if it is a “restricted subsidiary” pursuant to the terms of any Material Indebtedness of the Borrower or any of its Restricted Subsidiaries. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Restatement Effective Date shall constitute an Investment by the applicable Loan Party therein at Borrower in such Subsidiary on the date of designation in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment Investment therein (as determined reasonably and in good faith by a Financial Officer of the Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiarytime.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provid ed that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinu ing, (ii) 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 Financ ing, immediately after giving effect to such designation, the Borrower shall be in compliance compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 on a Pro Forma Basis 7.11 (it being understood that if no Test Period cited in accordance with Section 1.03(c) (and 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the 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 ), (iii) if a Restricted no Subsidiary is being may be designated as an Unrestricted Subsidiary hereunderif after such designation, such it would be a “Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% ” for the pur pose of the Borrower’s Consolidated EBITDA ABL Facility, the Senior Notes, Existing Notes or any Junior Financing and (calculated inclusive of all iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower of the Borrower)’s or its Subsidiary’s (as appli cable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party 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 such Loan Partythe Borrower’s or its Subsidiary’s (as ap plicable) Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.-108-

Designation of Subsidiaries. (a) The Parent Borrower may, at any time from and after the Closing Date, may designate any Restricted Subsidiary (other than any Credit Party) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that by written notice to the Administrative Agent. Any such designation shall be subject to (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately after giving effect the representations and warranties in the Loan Documents are true and correct in all material respects (or with respect to such designationany 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 7.10 9.1 on a Pro Forma Basis in accordance with Section 1.03(c) (and as a condition precedent pro forma basis after giving effect 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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries designation 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 last day of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, Fiscal Quarter for which financial statements have been delivered pursuant to Section 6.017.1(a)(i) or (a)(ii). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Parent Borrower and its Restricted Subsidiaries therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Parent Borrower)) of the Parent Borrower’s or its Restricted Subsidiary’s (as applicable) Investment therein. (b) The Parent Borrower 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 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. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any InvestmentDebt, Indebtedness or Investments and/or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party in time. No Restricted Subsidiary may be designated as an 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be Subsidiary if it was previously designated an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, either (x) the Borrower Total Net Leverage Ratio shall be in compliance with not exceed 3.00 to 1.00 or (y) the covenants set forth in Section 7.10 Total Net Leverage Ratio shall not, as a result of such designation or re-designation on a Pro Forma Basis in accordance with Section 1.03(cBasis, be higher than it was immediately prior to such designation or re-designation, (iii) (and as a condition precedent immediately after giving effect to the effectiveness of any such designation, the Borrower shall deliver to be in compliance, on a Pro Forma Basis, with the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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), Financial Performance Covenant recomputed as of the most recently ended fiscal quarter last day of the Borrower, for the period of four consecutive fiscal quarters then ended, most recent Test Period for which financial statements have been or were required to have been delivered pursuant to Section 6.015.01(a) or (b) (only if such Financial Performance Covenant is applicable at such time) and (iv) 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 Borrower. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment therein or its Subsidiary’s (as determined in good faith by the Borrower)applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party 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 such Loan Partythe Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Effective Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, designation no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance Pro Forma Compliance with the covenants Financial Performance Covenant set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) 6.11 as of the end of the most recently ended Test Period (and as a condition precedent assuming that the Financial Performance Covenant is required to the effectiveness of any be tested for such designationTest Period, the Borrower shall deliver to the Administrative Agent a certificate setting forth whether or not otherwise then in reasonable detail the calculations demonstrating such compliance) and effect), (iii) if a Restricted such Subsidiary is being to be designed as an Unrestricted Subsidiary and its Subsidiaries shall have no Indebtedness other than Non-Recourse Debt at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Non-Recourse Debt and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary hereunder(1) if the Consolidated EBITDA of such Subsidiary is greater than 5%, (2) if at the time of such Restricted Subsidiarydesignation, together with and after giving effect thereto, the aggregate amount of Consolidated EBITDA of all other such Unrestricted Subsidiaries as of such date of designationwould exceed 10%, 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 Borrower and its Subsidiaries, or (3) if such Subsidiary was previously designated as an Unrestricted Subsidiary or if it is a Restricted Subsidiary for purposes of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01any subordinated Indebtedness or senior notes. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment therein or the Subsidiary’s (as determined in good faith by the Borrower)applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party 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 such Loan Partythe Borrower’s or the Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be permitted to be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, subject in each case to the definitions of Restricted Subsidiary and Unrestricted Subsidiary; provided that each Restricted Subsidiary shall at all times be a Guarantor under the Guarantee and Collateral Agreement and, provided further, that except for the Subsidiaries listed on Schedule 6.16 hereof which are, as of the Second Restatement Effective Date and until designated otherwise in accordance with the terms hereof, Unrestricted Subsidiaries, no designation by the board of directors of the Borrower of any Restricted Subsidiary as an Unrestricted Subsidiary shall be effective unless: (a) the Borrower shall have delivered to the Administrative Agent written notice of such designation, together with (i) a Borrowing Base Certificate, calculating the Borrowing Base as of the date of the proposed effectiveness of such designation, demonstrating that the Total Outstandings will not exceed the Borrowing Base after giving effect to such designation (and any applicable prepayment of Total Outstandings pursuant to Section 2.06(b)) and (ii) a certificate, dated the date of such designation, setting forth reasonably detailed calculations demonstrating pro forma compliance with the financial covenants set forth in Section 7.11 after giving effect to such designation; and (b) immediately before and after giving effect to such designation, no Default or Event of Default shall then have occurred and be continuing, (ii) immediately after giving effect to such designation. For avoidance of doubt, the Borrower shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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 period of four 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 for purposes of Sections 7.02 and 7.06 an Investment by the applicable Loan Party therein at as of the date of such designation in an amount equal to the fair market net book value of the Borrower’s or the applicable Loan PartyRestricted Subsidiary’s investment therein (as determined in good faith by therein, and the Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) constitute, inter alia, the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiarytime.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.10 on a Pro Forma Basis 7.11 (it being understood that if no Test Period cited in accordance with Section 1.03(c7.11 has passed, the covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended) (and 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 , (iii) if a Restricted no Subsidiary is being may be designated as an Unrestricted Subsidiary hereunder, such if it is a “Restricted Subsidiary, together with all other Unrestricted Subsidiaries as ” for the purpose of such date of designation, must not have contributed greater than 10% of the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries)any Senior Notes Documents or any Junior Financing, as of the most recently ended fiscal quarter of the Borrowerapplicable, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment therein or its Subsidiary’s (as determined in good faith by the Borrower)applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party 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 such Loan Partythe Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Effective DateSECTION 5.15 designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation on a Pro Forma Basis as of the end of the most recent Test Period, no Default or Event of Default under clauses (a), (b), (h) or (i) of Section 7.01 shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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 period of four 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 Effective Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the applicable Loan PartyBorrower’s investment therein or its Subsidiary’s (as determined in good faith by the Borrower)applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower or the applicable Loan Party Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of such Loan Partythe Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding Change in Business. The Borrower and the Restricted Subsidiaries, taken as a whole,SECTION 5.16 will not fundamentally and substantively alter the character of their business, taken as a whole, from the business conducted by them on the Effective Date and other business activities which are extensions thereof or otherwise incidental, complementary, reasonably related or ancillary to any of the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.. -118-

Designation of Subsidiaries. The Borrower may, at any time from and after the Closing Date, No Loan Party will designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that unless (i) the Borrower Representative delivers a written notice to the Administrative Agent of such designation, (ii) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iiiii) immediately after giving effect to such designation, the Borrower shall be in compliance with Leverage Ratio is less than 4.75 to 1.00 as of the covenants set forth in last day of the most recently completed period of four consecutive fiscal quarters ending prior to the date of such designation for which the financial statements and certificates required by Section 7.10 on a Pro Forma Basis in accordance with 5.01(a) or 5.01(b), as the case may be, and Section 1.03(c) (and 5.01(d), have been delivered and, as a condition precedent to the effectiveness of any the designation such designation, the Borrower Representative shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (iv) such Subsidiary is not designated as a “Restricted Subsidiary” (or the equivalent) for the purpose of the 2029 Convertible Debentures, any other Subordinated Indebtedness or the Term Loan Documents and is not otherwise generally subject to the representations, warranties, covenants and events of default under the 2029 Convertible Debentures, any other Subordinated Indebtedness or Term Loan Documents, (iiiv) if a such Restricted Subsidiary is being designated as an Unrestricted and its subsidiaries do not own any Equity Interests or Indebtedness of, or own or hold any Lien on, any property of any Loan Party, (vi) such Subsidiary hereunder, or such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date ’s subsidiaries have not at the time of designation, must not have contributed greater than 10% and do not, thereafter, create, incur, issue, assume, guarantee, or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the Borrower’s Consolidated EBITDA assets of any Loan Party, (calculated inclusive vii) such Subsidiary is not a Subsidiary which is a Borrower or other Loan Party as of all Unrestricted Subsidiaries)the Restatement Date, an EECOL Acquired Entity, WESCO Receivables or any Subsidiary which holds any Equity Interests or Indebtedness of WESCO Receivables, (viii) such Subsidiary is not an operating company, (ix) the revenues of such Subsidiary, as of the most recently ended end of any fiscal quarter of the Borroweryear, for the period of four consecutive fiscal quarters then ended, were less than 5% of the consolidated revenues of Holdings and its Subsidiaries for which such period, (x) the revenues of such Subsidiary, as of end of any fiscal year, for the period of four consecutive fiscal quarters then ended, when taken together with the revenues of all Excluded Subsidiaries and all other Unrestricted Subsidiaries were less than 15% of the consolidated revenues of Holdings and its Subsidiaries for such period, (xi) the consolidated assets of such Subsidiary, as of end of any fiscal year, were less than 5% of the consolidated total assets of Holdings and its Subsidiaries as of the end of such fiscal year, and (xii) the consolidated assets of such Subsidiary, as of end of any fiscal year, when taken together with the consolidated assets of all Excluded Subsidiaries and all other Unrestricted Subsidiaries were less than 15% of the consolidated total assets of Holdings and its Subsidiaries as of the end of such fiscal year (in the case of each of the foregoing clauses (ix) through (xii), as reflected on the most recent annual or quarterly consolidated financial statements have been delivered pursuant to Section 6.01of Holdings and its Subsidiaries). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment therein by the applicable Loan Party therein such Borrower and its Restricted Subsidiaries, as applicable, at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s parties’ investment therein (as determined in good faith the fair market value of such investment to be calculated without regard to any guarantee provided by the Borrowersuch designated or re designated Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (iA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiB) a return on any Investment by the applicable Loan Party such Borrower or any 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 such Loan PartyBorrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. Notwithstanding anything to the foregoingcontrary herein, neither the Borrower nor any direct or indirect parent company of the Borrower shall Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary may not be permitted to be subsequently redesignated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Effective Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that no Subsidiary may be designated as an Unrestricted Subsidiary hereunder if, upon such designation hereunder, it is a “Restricted Subsidiary” for the purpose of any other Indebtedness under which a Loan Party or any Restricted Subsidiary hereunder is obligated that is secured by a Lien on Collateral on a pari passu basis with, or that is subordinated or junior to, the Lien on such Collateral that secures the Secured Obligations (i) immediately before it being understood and after such designationagreed that, in addition, no Default or Subsidiary may be designated as an “Unrestricted Subsidiary” for the purpose of any such other Indebtedness if, upon such designation thereunder, it is a Restricted Subsidiary hereunder); provided further that (a) both immediately prior to such designation and any related transactions and on a Pro Forma Basis, immediately after giving effect to such designation and any related transactions, no Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designationdesignation and any related transactions, the Borrower shall be in compliance Pro Forma Compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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), Financial Performance Covenant as of the last day of the most recently ended recent fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01hereunder and for the Test Period ending on such date, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if, at the time of such designation, and immediately after giving effect thereto on a Pro Forma Basis, (x) (A) the Consolidated Total Assets of such Subsidiary as of the last day of any fiscal quarter for which financial statements have been delivered hereunder and for the Test Period ending on such date, exceeds 5% of the aggregate Consolidated Total Assets of the Borrower and its Subsidiaries, on a consolidated basis, for such Test Period and (B) the Consolidated Total Assets of all Unrestricted Subsidiaries as of the last day of any fiscal quarter for which financial statements have been delivered hereunder and for the Test Period ending on such date, exceeds 15% of the aggregate Consolidated Total Assets of the Borrower and its Subsidiaries, on a consolidated basis, for such Test Period and (y) (A) the revenues of such Subsidiary as of the last day of any fiscal quarter for which financial statements have been delivered hereunder and for the Test Period ending on such date, exceeds 5% of the aggregate consolidated revenues of the Borrower and its Subsidiaries, on a consolidated basis, for such Test Period and (B) the revenues of all Unrestricted Subsidiaries as of the last day of any fiscal quarter for which financial statements have been delivered hereunder and for the Test Period ending on such date, exceeds 15% of the aggregate consolidated revenues of the Borrower and its Subsidiaries, on a consolidated basis, for such Test Period, (d) no Unrestricted Subsidiary, once designated as a Restricted Subsidiary, may thereafter be re-designated as an Unrestricted Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary unless such Subsidiary is also designated as an “Unrestricted Subsidiary” under the terms of any other Material Indebtedness of the Borrower or its Restricted Subsidiaries outstanding at such time. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the applicable Loan PartyBorrower’s investment therein or the Subsidiary’s (as determined in good faith by the Borrower)applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time (to the extent assumed) and (ii) a return on any Investment by the applicable Loan Party Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of such Loan Partythe Borrower’s or the Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor will not designate any direct or indirect parent company of the Borrower shall be permitted to be Restricted Subsidiary that owns Material IP as an Unrestricted Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, subject in each case to the definitions of Restricted Subsidiary and Unrestricted Subsidiary; provided that each Restricted Subsidiary shall at all times be a Guarantor under the Guarantee and Collateral Agreement and, provided further, that except for the Subsidiaries listed on Schedule 6.16 hereof which are, as of the date hereof and until designated otherwise in accordance with the terms hereof, Unrestricted Subsidiaries, no designation by the board of 64 ▇▇▇▇▇ Corporation Credit Agreement directors of the Borrower of any Restricted Subsidiary as an Unrestricted Subsidiary shall be effective unless: (a) the Borrower shall have delivered to the Administrative Agent written notice of such designation, together with (i) a Borrowing Base Certificate, calculating the Borrowing Base as of the date of the proposed effectiveness of such designation, demonstrating that the Total Outstandings will not exceed the Borrowing Base after giving effect to such designation (and any applicable prepayment of Total Outstandings pursuant to Section 2.05(b))and (ii) a certificate, dated the date of such designation, setting forth reasonably detailed calculations demonstrating pro forma compliance with the financial covenants set forth in Section 7.11 after giving effect to such designation; (b) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, ; and (iic) immediately after giving effect to such designationRestricted Subsidiary (other than any MLP Party) is also an "Unrestricted Subsidiary" under and as defined in the Private Placement Agreement. For avoidance of doubt, the Borrower shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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 period of four 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 for purposes of Sections 7.02 and 7.06 an Investment by the applicable Loan Party therein at as of the date of such designation in an amount equal to the fair market net book value of the Borrower's or the applicable Loan Party’s Restricted Subsidiary's investment therein (as determined in good faith by therein, and the Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) constitute, inter alia, the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiarytime.

Designation of Subsidiaries. (a) The Borrower chief financial officer of the Borrower, on behalf of the Borrower, may, at any time from and after the Closing Effective Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 6.11 on a Pro Forma Basis in accordance with Section 1.03(c) (and as a condition precedent to the effectiveness of any such designationpro forma basis, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iii) subject to Section 6.12(c) in connection with a Global Unrestricted Re-Designation, if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designationdesignation and immediately after giving effect thereto, must not have contributed both (x) greater than 10% twenty percent (20%) of Consolidated Total Assets (but, notwithstanding the Borrower’s definition of Consolidated Total Assets, calculated inclusive of all Unrestricted Subsidiaries) and (y) greater than twenty percent (20%) of Consolidated EBITDA (but, notwithstanding the definition of Consolidated EBITDA, calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, Borrower for which financial statements have been delivered pursuant to Section 6.015.01(a) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a), the most recent financial statements referred to in Section 3.04(a)) and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary on more than two (2) occasions if it was previously designated as an Unrestricted Subsidiary (including any such designation as of the Effective Date). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower or the applicable Loan Party Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the Borrower’s or the applicable Loan PartyRestricted Subsidiary’s investment therein (as determined in good faith by the Borrower)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower or the applicable Loan Party 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 Borrower’s or such Loan PartyRestricted Subsidiary’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower University of Phoenix, Inc. nor any direct other Subsidiary holding or indirect parent company conducting the University of the Borrower Phoenix business shall be permitted to be an Unrestricted Subsidiary. (b) Except for Apollo Global, a designation of a Restricted Subsidiary as an Unrestricted Subsidiary shall automatically and unconditionally release such Restricted Subsidiary from its guaranty of the Obligations (if any then exists) and it shall no longer constitute a Subsidiary Guarantor. The Borrower may, at its cost and expense, request that the Administrative Agent execute a separate guaranty release instrument to further evidence any guaranty release effected by this paragraph (b). The guarantee of the Obligations by Apollo Global executed and delivered on the Effective Date shall continue to be effective notwithstanding the designation of Apollo Global as an Unrestricted Subsidiary. (c) As of the Effective Date, the Borrower hereby designates Apollo Global and each of its subsidiaries listed on Schedule 3.01 as an Unrestricted Subsidiary. In the event Apollo Global and such subsidiaries are re-designated as Restricted Subsidiaries (a “Global Restricted Designation”) and then subsequently re-designated as Unrestricted Subsidiaries (a “Global Unrestricted Re-Designation”), only any incremental increase in assets and EBITDA of Apollo Global and its subsidiaries during the period from the Global Restricted Designation to the Global Unrestricted Re-Designation shall be included in determining whether such Global Unrestricted Re-Designation is permitted under Section 6.12(a)(iii) above.

Designation of Subsidiaries. The Borrower board of directors of Holdings may, at any time from and after the Closing Effective Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, Holdings and the Borrower shall be in compliance with the covenants set forth in Section 7.10 6.12 on a Pro Forma Basis in accordance with Section 1.03(cpro forma basis, (iii) (and no Restricted Subsidiary may be designated 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) an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and (iiiiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than ten percent (10% %) of Consolidated Total Assets (but, notwithstanding the Borrower’s definition of Consolidated EBITDA (Total Assets, calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, Holdings for which financial statements have been delivered pursuant to Section 6.015.01(a) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a), the most recent financial statements referred to in Section 3.04(a)(ii)). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by Holdings, the Borrower or the applicable Loan Party Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of Holdings’, the Borrower’s or the applicable Loan PartyRestricted Subsidiary’s investment therein therein. None of Holdings, the Borrower or any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides the holder thereof may (as determined in good faith by with the Borrowerpassage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of an Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by Holdings, the Borrower or the applicable Loan Party 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 Holdings’, the Borrower’s or such Loan PartyRestricted Subsidiary’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower Designated IP Subsidiary shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may, at any time from and after the Closing Effective Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 6.04 and Section 6.12 on a Pro Forma Basis in accordance with Section 1.03(cpro forma basis, (iii) (and no Restricted Subsidiary may be designated 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) an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and (iiiiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% five percent (5%) of Consolidated Total Assets (but, notwithstanding the Borrower’s definition of Consolidated EBITDA (Total Assets, calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, Borrower for which financial statements have been delivered pursuant to Section 6.015.01(a) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a), the most recent financial statements referred to in Section 3.04(a)(ii)). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower or the applicable Loan Party Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the Borrower’s or the applicable Loan PartyRestricted Subsidiary’s investment therein (as determined in good faith by the Borrower)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.Neither #85239856v39

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c7.07, (iii) [reserved], (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, and as a condition precedent to the effectiveness of any such designation, (v) the Borrower shall deliver to the Administrative Agent at least five Business Days prior to such designation a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iii) if of a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% Responsible Officer of the Borrower’s Consolidated EBITDA Borrower certifying as to compliance with the foregoing clauses (calculated inclusive i)-(iv) of all this Section 6.13 and, if applicable, certifying that such subsidiary meets the requirements of an “Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01Subsidiary”. The designation of any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment therein Investment therein; provided that upon a redesignation of such subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of Investments of the Borrower and its Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as determined applicable) and (B) the fair market value of Investments of the Borrower and its Subsidiaries made in good faith by connection with the designation of such Subsidiary as an Unrestricted Subsidiary minus (ii) the portion (proportionate to the Borrower)’s and its Subsidiaries’ Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiarytime.

Designation of Subsidiaries. The Borrower may, at Company may from time to time cause any time from and after the Closing Date, designate any Restricted Subsidiary (other than a Subsidiary Guarantor) to be designated as an Unrestricted Subsidiary or any Unrestricted Subsidiary as to be designated a Restricted Subsidiary; provided provided, however, that (i) at the time of such designation and immediately before and after such designationgiving effect thereto, no Default or Event of Default shall have occurred and be continuingwould exist under the terms of this Agreement, (ii) immediately after giving effect to such designationprovided, the Borrower shall be in compliance with the covenants set forth in Section 7.10 on further, that once a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such or a Restricted Subsidiary, together it shall not be redesignated as a Restricted Subsidiary or an Unrestricted Subsidiary except as follows: (a) once a Subsidiary has been designated an Unrestricted Subsidiary, it may be redesignated as a Restricted Subsidiary on one occasion then subsequently redesignated as an Unrestricted Subsidiary on one occasion and (b) once a Subsidiary has been designated a Restricted Subsidiary, it may be redesignated as an Unrestricted Subsidiary on one occasion then subsequently redesignated as a Restricted Subsidiary on one occasion. Within ten (10) days following any designation described above, the Company will deliver to each holder a notice of such designation accompanied by a certificate signed by a Senior Financial Officer of the Company certifying compliance with all other Unrestricted requirements of this Section 9.9 and setting forth all information required in order to establish such compliance. In addition, the Company and its Restricted Subsidiaries will, as of the last day of each fiscal quarter of the Company, account for at least (i) 80% of consolidated total assets of the Company and its Subsidiaries and any Excluded 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 period of four 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 applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time day 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 80% of such designation of such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoingconsolidated earnings before interest, neither the Borrower nor any direct or indirect parent company taxes, depreciation and amortization of the Borrower shall be permitted to be an Unrestricted SubsidiaryCompany and its Subsidiaries and any Excluded Subsidiaries for the four consecutive fiscal quarter period of the Company ending on such day.

Designation of Subsidiaries. The Board of Directors of the Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary as of the Borrower (including any newly acquired or newly formed Subsidiary of the Borrower) 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 (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately before and after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis with Article VI, whether or not in accordance with Section 1.03(ceffect at such time, and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of the Term Facility, the Senior Notes, or any other Junior Financing or any other Indebtedness of any Loan Party and (and as a condition precedent iv) prior to the effectiveness designation of any such designationa 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 a certificate setting forth in reasonable detail the calculations an updated Borrowing Base Certificate demonstrating that, after giving pro forma effect to such compliance) and (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation, must the aggregate principal amount of Revolving Credit Outstandings does not have contributed greater than 10% of exceed the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01aggregate Maximum Credit at such time. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (Fair Market Value as determined by the Borrower in good faith by of the Borrower)’s or its Subsidiary’s (as applicable) Investment therein. The Board of Directors of the Borrower may at any time designate or re-designate any Unrestricted Subsidiary of the Borrower to be a Restricted Subsidiary, so long as such designation or re-designation would not result in an Event of Default. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party Borrower in such Unrestricted Subsidiaries Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value as determined by the Borrower in good faith at the date of such designation of such Loan Partythe Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be permitted to be subsequently re-designated as an Unrestricted Subsidiary, unless such re-designation would not result in an Event of Default.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after giving effect (including giving effect on a pro forma basis) to such designation, (i) no Default or Event of Default shall have occurred and be continuing, continuing or would result therefrom and (ii) immediately after giving effect to such designation, the Borrower shall be is in compliance with the financial covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c6.10 (without giving effect to any Acquisition Holiday) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries recomputed 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 last day of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, Borrower for which financial statements have been delivered pursuant to Section 6.015.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, the most recent financial statements referred to in Section 3.04), as applicable, (b) immediately prior to giving effect to such designation, (i) any such Restricted Subsidiary so designated as an Unrestricted Subsidiary has not contributed greater than five percent (5%) of Consolidated EBITDA of the Borrower and its Subsidiaries for the most recently ended period of four fiscal quarters or (ii) any such Restricted Subsidiary so designated as an Unrestricted Subsidiary has not contributed greater than five percent (5%) of Consolidated Total Assets of the Borrower and its Subsidiaries for the most recently ended period of four fiscal quarters, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary (or any of its Subsidiaries) (i) has at such time of designation or thereafter creates, incurs, assumes or guarantees, any Indebtedness that is recourse to the Borrower or any Restricted Subsidiary or (ii) guarantees Material Indebtedness of any Loan Party, (d) all Investmentsinvestments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of designation are permitted in accordance with Section 6.04, (e) the Borrower shall deliver to the Administrative Agent at least two (2) Business Days prior to such designation a certificate of a Financial Officer of the Borrower, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary” set forth in this Section 5.10 and (f) at least three (3) Business Days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, with respect to such Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment investment by the applicable Loan Party Borrower and its Restricted Subsidiaries therein at the date of designation in an amount equal to the fair market value of the Borrower’s or applicable Loan Party’s Restricted Subsidiary’s, as the case may be, investment therein (as determined in good faith by the Borrowertherein, and such investment shall be subject to Section 6.04(t). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any InvestmentIndebtedness, Indebtedness investments, loans, advances, Guarantees or Liens of such Subsidiary existing at such time and (ii) a return on any Investment investment by the Borrower or the applicable Loan Party 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 Borrower or such Loan PartyRestricted Subsidiary’s Investment investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Parent Borrower may, may at any time from and after the Closing Date, Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer specifying such designation and certifying that the conditions to such designation set forth in this Section 6.11 are satisfied; provided that that: (ia) both immediately before and immediately after any such designation, no Default or Event of Default shall have occurred and be continuing; (b) after giving effect to such designation (and clause (c) below), the Parent Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.1; 113 (iic) immediately in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.11; and (d) after giving effect to such designation, (i) the assets of all Unrestricted Subsidiaries in the aggregate are no more than 5.0% of Consolidated Total Assets of the Parent Borrower shall be in compliance with and its Restricted Subsidiaries for the covenants set forth in Section 7.10 Applicable Reference Period, calculated on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iiiii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with the Consolidated EBITDA of all other Unrestricted Subsidiaries (calculated as if the definition of such date of designationConsolidated EBITDA applied to Unrestricted Subsidiaries, must not have contributed greater mutatis mutandis) equals, in the aggregate, no more than 105.0% of the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, Parent Borrower and its Restricted Subsidiaries for the period of four consecutive fiscal quarters then endedApplicable Reference Period, for which financial statements have been delivered pursuant to Section 6.01calculated on a Pro Forma Basis. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party therein at Parent Borrower in such Subsidiary on the date of designation in an amount equal to the fair market value of the applicable Loan PartyParent Borrower’s investment Investment therein (as determined reasonably and in good faith by a Responsible Officer); provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a Subsidiary that was previously designated as an Unrestricted Subsidiary (the Borrower)“Previously Designated Unrestricted Subsidiary”) in compliance with the 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 Investment, Indebtedness or Liens of such Subsidiary existing at such time 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiarytime.

Designation of Subsidiaries. (a) The Borrower may, Representative may at any time from and after the Closing Date, by written notice to the Administrative Agent, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately prior to and after giving effect to such designation or re-designation: (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, continuing or exist or would immediately result from such designation after giving Pro Forma Effect thereto, (ii) immediately (x) the Initial Borrower shall be in Pro Forma Compliance with a Total Net Leverage Ratio of no greater than 4.25:1.00 as of the last day of the most recently ended Test Period before and after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c(y) (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 (iii) if a Restricted no Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such pursuant hereto may be designated as a “Restricted Subsidiary, together with all ” under the terms of any other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% material Indebtedness of the Borrower’s Consolidated EBITDA Initial Borrower or its Restricted Subsidiaries outstanding at such time and (calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant z) such designation shall be deemed to Section 6.01. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute be an Investment by the applicable Loan Party therein at on the date of such designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein net assets of such Restricted Subsidiary attributable to the Initial Borrower’s’ interest in the Capital Stock of such Subsidiary (as reasonably determined in good faith by the Initial Borrower)) and such designation shall be permitted only to the extent permitted under Section 6.07 on the date of such designation, and (iii) no Restricted Subsidiary may be designated (or continue as) an Unrestricted Subsidiary, if such Subsidiary owns, or has an exclusive license in, any Material Intellectual Property. (b) The Borrower Representative may, by written notice to Administrative Agent, re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, and thereafter, such Subsidiary shall no longer constitute an Unrestricted Subsidiary, but only if (x) no Event of Default would immediately result from such re-designation and (y) the Initial Borrower shall be in Pro Forma Compliance with a Total Net Leverage Ratio of no greater than 4.25:1.00 as of the last day of the most recently ended Test Period before and after giving effect to such designation. The re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence by such Restricted Subsidiary at the time of such re-designation of any Investment, Indebtedness or Liens of such Restricted Subsidiary existing outstanding at such time (after giving effect to, and (ii) taking into account, any payoff or termination of Indebtedness or any release or termination of Liens, in each case, occurring in connection or substantially concurrently therewith). Upon a return on re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Initial Borrower shall be deemed to continue to have an Investment by in the applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Initial Borrower’s Investment in such Subsidiary at the time of such re-designation, less (b) the portion of the fair market value (as reasonably determined by the Initial Borrower) of the assets of such Subsidiary attributable to the Borrowers’ equity therein at the date time of such designation of such Loan Party’s Investment in such Subsidiaryre-designation. Notwithstanding the foregoing, neither the It is NAI-1537241654v2 understood and agreed that (A) no Unrestricted Subsidiary designated as a Restricted Subsidiary may thereafter be re-designated an Unrestricted Subsidiary and (B) at no time shall any Borrower nor (or any direct or indirect parent company of the Borrower shall successor entity thereto) be permitted to be designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Effective Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, designation no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance Pro Forma Compliance with the covenants Financial Performance Covenant set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) 6.11 as of the end of the most recently ended Test Period (and as a condition precedent assuming that the Financial Performance Covenant is required to the effectiveness of any be tested for such designationTest Period, the Borrower shall deliver to the Administrative Agent a certificate setting forth whether or not otherwise then in reasonable detail the calculations demonstrating such compliance) and effect), (iii) if a Restricted such Subsidiary is being to be designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all and its Subsidiaries shall have no Indebtedness other Unrestricted Subsidiaries as of such date than Non-Recourse Debt at the time of designation, must and does not have contributed thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Non-Recourse Debt and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary (1) if the Consolidated EBITDA of such Subsidiary is greater than 5% of the Consolidated EBITDA of the Borrower and its Subsidiaries for the most recently ended Test Period on a Pro Forma Basis, (2) if at the time of such designation, and after giving effect thereto, the aggregate amount of Consolidated EBITDA of all Unrestricted Subsidiaries would exceed 10% of the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as of the Borrower and its Subsidiaries for the most recently ended fiscal quarter Test Period on a Pro Forma Basis, or (3) if such Subsidiary was previously designated as an Unrestricted Subsidiary or if it is a Restricted Subsidiary for purposes of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01any subordinated Indebtedness or senior notes. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment therein or the Subsidiary’s (as determined in good faith by the Borrower)applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party 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 such Loan Partythe Borrower’s or the Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be permitted to be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants covenant set forth in Section 7.10 6.13 on a Pro Forma Basis in accordance with Section 1.03(c) pro forma basis (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), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary pursuant to this Section 5.14 and (iiiiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designationdesignation (the “Designation Date”), must not have contributed greater than 10% five percent (5%) 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 period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.015.01. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment investment by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower)therein. 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 Investmentinvestment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment 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 investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall not be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.10 on a Pro Forma Basis 7.11 (it being understood that if no Test Period cited in accordance with Section 1.03(c7.11 has passed, the covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended) (and 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 , (iii) if a Restricted no Subsidiary is being may be designated as an Unrestricted Subsidiary hereunder, such if it is a “Restricted Subsidiary” for the purpose of any Senior Notes Documents, 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)ABL Credit Agreement or any Junior Financing, as of the most recently ended fiscal quarter of the Borrowerapplicable, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment therein or its Subsidiary’s (as determined in good faith by the Borrower)applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party 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 such Loan Partythe Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company Maintenance of the Borrower shall be permitted to be an Unrestricted SubsidiaryRatings.

Designation of Subsidiaries. (a) The Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately no Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to any Group Member, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Person with respect to which any Group Member has any direct or indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition, (v) after giving effect to such designation, the Borrower shall be is in compliance with the financial covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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 7.1 for the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, Reference Period for which financial statements have been delivered pursuant to Section 6.01. 6.1, on a pro forma basis, giving effect to the respective designation (as well as all other designations of Unrestricted Subsidiaries and Restricted Subsidiaries consummated during the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1) and (vi) no Subsidiary may be designated an Unrestricted Subsidiary if, after giving effect to such designation, Unrestricted Subsidiaries have, in the aggregate, (x) at the last day of the Reference Period most recently ended, total assets equal to or greater than 5.0% of the Consolidated Total Assets of the Borrower and its Subsidiaries at such date or (y) revenues during such Reference Period equal to or greater than 5.0% of the consolidated revenues of the Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party therein Borrower therein, at the date of designation in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment therein (as determined in good faith by the board of directors of the Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence shall, at the time of designation such designation, constitute the incurrence of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) time. Upon a return on redesignation of any Investment by Subsidiary as a Restricted Subsidiary, the applicable Loan Party Investments of the Borrower in Unrestricted Subsidiaries pursuant shall be reduced by the fair market value of the Borrower’s Investment in such Subsidiary at the time of such redesignation (as determined in good faith by the board of directors of the Borrower) (it being understood that such reduction shall not exceed the Borrower’s initial Investment in such Subsidiary, less returns on such Investment received by the Borrower). Any property transferred to the preceding sentence in or from an amount equal to the Unrestricted Subsidiary shall be valued at its fair market value at the date time of such designation transfer, in each case as determined in good faith by the board of directors of the Borrower. (c) If, as of the last day of any Reference Period ended after the Closing Date, Unrestricted Subsidiaries have, in the aggregate, (i) total assets at such Loan Party’s Investment in such Subsidiary. Notwithstanding day equal to or greater than 5.0% of the foregoing, neither the Borrower nor any direct or indirect parent company Consolidated Total Assets of the Borrower shall be permitted and its Subsidiaries at such date or (ii) revenues during such Reference Period equal to be an or greater than 5.0% of the consolidated revenues of the Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP, then the Borrower shall, no later than five Business Days subsequent to the date on which financial statements for such fiscal period are delivered pursuant to this Agreement, designate in writing to the Administrative Agent one or more of such Unrestricted SubsidiarySubsidiaries as Restricted Subsidiaries in accordance with Section 6.14(a) such that, following such designation(s), Unrestricted Subsidiaries have, in the aggregate (i) total assets at the last day of such Reference Period of less than 5.0% of the Consolidated Total Assets of the Borrower and its Subsidiaries at such date and (ii) total revenues during such Reference Period of less than 5.0% of the consolidated revenues of the Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) 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 (iib) immediately after giving effect to such designation, the Borrower Holdings shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (Sections 6.12 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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries 6.13 recomputed 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 last day of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01Holdings. The designation of any Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary after if, at the Closing Date 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 subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Loan Party parent company of such Subsidiary therein under Section 6.04 at the date of designation in an amount equal to the fair market net book value of the applicable such parent company’s Investment therein. Any Subsidiary Loan Party’s investment therein (Party that is designated as determined in good faith by the Borrower)an Unrestricted Subsidiary shall, upon effectiveness of such designation, cease to be a Loan Party and shall automatically be released from any guarantee and collateral obligations. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an Investment by such Subsidiary in any Investments of such Subsidiary, in each case existing at such time and (ii) a return on time. Prior to any Investment by the applicable Loan Party designation made 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. Notwithstanding the foregoingaccordance with this Section, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted deliver to be an Unrestricted Subsidiarythe 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 first sentence of this Section.

Designation of Subsidiaries. The Borrower may, at any time from and after the Closing Effective Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants covenant set forth in Section 7.10 6.13 on a Pro Forma Basis in accordance with Section 1.03(c) pro forma basis (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), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary pursuant to this Section 5.14 and (iiiiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designationdesignation (the “Designation Date”), must not have contributed greater than 10% five percent (5%) 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 period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.015.01. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment investment by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary after the Effective Date shall constitute (i) the incurrence at the time of designation of any Investmentinvestment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment 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 investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall not be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Lead Borrower may, may at any time from and after the Closing Date, Date designate any Restricted Subsidiary of the Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 Consolidated Total Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which Section 9.01 Financials were required to have been delivered (or, if no Test Period has passed, as of the last four quarters of Holdings then ended), does not exceed 4.50 to 1.00, (iii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the net worth of the Subsidiary designated immediately prior to such designation (such net worth to be calculated without regard to any Obligations of such Subsidiary under the Subsidiaries Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Lead Borrower or any of its Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 1.03(c10.05, (iv) (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 (iii) if a Restricted no Subsidiary is being may be designated as an Unrestricted Subsidiary hereunderif it is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, such (II) the Existing OpCo Notes Indenture, or (III) any Refinancing Notes Indenture, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (v) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, together the Lead Borrower shall comply with all other the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vi) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiaries as of such date of designationSubsidiary, must not have contributed greater than 10% (vii) in the case 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 period of four 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 Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Closing Date Lead Borrower or any of its Restrictive Subsidiaries or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary, and (viii) the Lead Borrower shall constitute an Investment have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein preceding clause (as determined in good faith by the Borrowerii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party Lead 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 such Loan Partythe Lead Borrower’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, on a pro forma basis, the Borrower shall be and its Restricted Subsidiaries are in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(cFinancial Covenant, measuring clause (a) (and as a condition precedent to of 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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries Total Net Leverage Ratio as of such the date of designation, must not have contributed greater than 10% such designation and otherwise re-computing such covenant as of the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as last day of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, Fiscal Quarter for which financial statements shall have been delivered pursuant to Section 6.015.1(a) or 5.1(b) (or, if the Borrower shall have provided the Administrative Agent with monthly financial statements for the Borrower and its Restricted Subsidiaries, re-computing such covenants as of the last day of the most recently ended twelve month period) as if such designation was in effect on the first day of the relevant period for testing compliance, (iii) an Unrestricted Subsidiary that has subsequently been designated as a Restricted Subsidiary cannot be redesignated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purposes of any Permitted Acquisition Debt, Permitted Ratio Debt, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness, and (v) no Unrestricted Subsidiary may own any Capital Stock or Indebtedness of, or hold any Lien on any property of, the Borrower or any Restricted Subsidiary of the Borrower. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower of the Borrower)’s or any applicable Subsidiary’s Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party 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 such Loan Party’s Investment in such Subsidiaryreturn. Notwithstanding the foregoing, neither the Borrower nor will not designate any direct or indirect parent company of the Borrower shall be permitted to be Restricted Subsidiary that owns Material IP as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Restatement Effective Date designate any Restricted Subsidiary of the Borrower (other than the BD Subsidiary or the Advisory Services Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, designation (A) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis) is no more than 4.00 to 1.00 and (B) no Default or Event of Default shall have occurred and be continuing, both immediately prior to and immediately following such designation, (ii) immediately no Subsidiary may be designated as an Unrestricted Subsidiary if, after giving effect to such designation, it would be a “Restricted Subsidiary” for the Borrower shall purpose of any Indebtedness for borrowed money with an outstanding principal amount in excess of the Threshold 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, (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 Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (Sections 7.01, 7.02 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) 7.03 and (iiiv) if a no Restricted Subsidiary is being may be designated as an Unrestricted Subsidiary hereunderif, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as at the time of such date of designation, must not have contributed greater than 10% it owns intellectual property that is material to the operations of the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Borrower and its Restricted Subsidiaries), taken as of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01a whole. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Restatement Effective Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment therein (as determined in good faith by the Borrower)Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or and Liens of such Subsidiary existing at such time and (ii) a return Return on any Investment by the applicable Loan Party Borrower in such Unrestricted Subsidiaries Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Partythe Borrower’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, Guarantor may at any time from and after the Closing Date, (a) designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary and (b) designate any existing or newly acquired or formed Restricted Subsidiary of the Guarantor as an Unrestricted Subsidiary, unless such Restricted Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any lien on any property of, any Restricted Subsidiary; provided that that, (i) immediately before and after giving effect to any such designation, (A) no Default or Event of Default shall have occurred and be continuingcontinuing and (B) the combined assets of the Guarantor and its Restricted Subsidiaries represent the majority of all assets of the Guarantor and its Subsidiaries in the aggregate (as shown on the consolidated balance sheet of the Guarantor as of the Guarantor’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available), (ii) immediately the Guarantor shall be in compliance with the financial covenants set forth in Clauses C.13 and C.14 (and a certificate of a Senior Officer of the Guarantor setting forth the related calculations shall have been delivered to Ex-Im Bank), and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after giving effect to such designation, it would be a “Restricted Subsidiary”, “guarantor” or “borrower” (or similar designation) for the Borrower shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (and as a condition precedent to the effectiveness purpose of any such designationIndebtedness of the Guarantor or any of its Restricted Subsidiaries (provided that notwithstanding this subclause (iii), Viasat Brasil Participações Limitada, a limited liability company incorporated under the laws of Brazil (“Viasat Brazil”) and/or its Subsidiaries may be classified as “Restricted Subsidiaries” under the indenture governing the 2025 Senior Notes (or any Permitted Additional Indebtedness in the form of senior unsecured, secured or subordinated notes issued by Guarantor) so long as Viasat Brazil and/or its Subsidiaries (as applicable) are not issuers of, guarantors of or otherwise contractually obligated with respect to, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating 2025 Senior Notes (or such compliance) and (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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)Permitted Additional Indebtedness, as of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01applicable)). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Guarantor or the applicable Loan Party Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as reasonably determined in good faith by a Senior Officer of the Borrower)Guarantor) of the Guarantor’s or such Restricted Subsidiary’s (as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Guarantor or the applicable Loan Party Restricted Subsidiary in such Unrestricted Subsidiaries pursuant to the preceding sentence Subsidiary in an amount equal to the fair market value (as reasonably determined in good faith by a Senior Officer of the Guarantor) at the date of such designation of the Guarantor’s or such Loan PartyRestricted Subsidiary’s (as applicable) Investment in such Subsidiary. Any designation by the Guarantor pursuant to this Clause B.10 shall be evidenced to Ex-Im Bank by promptly delivering to Ex-Im Bank a certificate of a Responsible Official of the Guarantor giving effect to such designation and certifying that such designation complies with the provisions of this Clause B.10. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not be permitted to be subsequently re-designated as an Unrestricted Subsidiary until at least two full Fiscal Quarters have passed since the date such Unrestricted Subsidiary was re-designated as a Restricted Subsidiary.

Designation of Subsidiaries. The Subsidiaries of Borrower mayset forth on Schedule 5.01(q) hereto are, as of the date hereof, designated as Unrestricted Subsidiaries of Borrower. The board of directors of the managing general partner of the Borrower may at any time from and after the Closing Date, designate any Minerals Subsidiary that is a Restricted Subsidiary as an Unrestricted Subsidiary (unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Debt of, or owns or holds any Lien on, any property of, the Borrower or any Subsidiary of the Borrower (other than any (I) Unrestricted Subsidiary, (II) Subsidiary of an Unrestricted Subsidiary or (III) Subsidiary of the Subsidiary to be so designated)) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) 5.04 (and and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate from the chief financial officer (or person performing similar functions) of the Borrower setting forth in reasonable detail the calculations demonstrating such compliance) , attaching a copy of the board resolution giving effect to such designation and certifying that such designation complied with the provisions of this Agreement (including this Section 5.01(q)), (iii) if any Unrestricted Subsidiary must be an entity of which the Capital Stock entitled to cast at least a Restricted majority of the votes that may be cast by all Capital Stock having ordinary voting power for the election of the board of directors or other governing body (or person performing a similar function) are owned, directly or indirectly, by the Borrower, (iv) each of (1) the Subsidiary is being to be designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted and (2) its Subsidiaries as of such date has not at the time of designation, must and does not have contributed greater thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Debt (other than 10% the Obligations and Debt under the Indenture) pursuant to which the lender has recourse to any of the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as assets of the most recently ended fiscal quarter Borrower or any Restricted Subsidiary and (v) no Unrestricted Subsidiary shall be (I) a general partner in any Joint Venture or (II) a partner in any Joint Venture where the other partners, members or participants are the Borrower or any of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01its Restricted Subsidiaries. The designation after 108 Alliance Resource the date hereof (which excludes the Subsidiaries designated on the date hereof pursuant to Schedule 5.01(q)) of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party 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 the applicable Loan Partysuch Person’s (as applicable) investment therein (as determined in good faith by and such designation shall only be permitted to the Borrowerextent such Investment is permitted under Section 5.02(f)). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness Debt or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiarytime.

Designation of Subsidiaries. The Each Borrower may, at any time from and after the Closing Effective Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the such Borrower shall be in compliance with the covenants covenant set forth in Section 7.10 6.12 on a Pro Forma Basis in accordance with Section 1.03(c) pro forma basis (and as a condition precedent to the effectiveness of any such designation, the Borrower Representative shall deliver 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 it was previously designated as an Unrestricted Subsidiary pursuant to this Section 5.14 and (iiiiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designationdesignation (the “Designation Date”), must not have contributed greater than 10% five percent (5%) of the such Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the such Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.015.01. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment investment by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary after the Effective Date shall constitute (i) the incurrence at the time of designation of any Investmentinvestment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment 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 investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the no Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately the Loan Parties would be in compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or 6.01(b) after giving effect to such designationredesignation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% in the case 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 period of four 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 Subsidiary, such designation shall constitute an Investment by the applicable Loan Party therein at the date of designation in such Unrestricted Subsidiary (calculated as an amount equal to the fair market value sum of (x) the net worth of the applicable Subsidiary designated immediately prior to such designation (such net worth to be calculated without regard to any Obligations of such Subsidiary under the Loan Party’s investment therein Documents) and (as determined y) to the extent not reflected in good faith such net worth, the aggregate principal amount of any Indebtedness owed by the BorrowerSubsidiary to the Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with GAAP), and such Investment shall be permitted under Section 7.02, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (or is otherwise subject to the covenants under, or otherwise obligated for) any Indebtedness of the Borrower or any Restricted Subsidiary, (v) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall comply with the provisions of Section 6.13 with respect to such designated Restricted Subsidiary, (vi) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary, (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Borrower or any of its Restricted Subsidiaries or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary, (viii) once an Unrestricted Subsidiary is designated as a Restricted Subsidiary pursuant to this Section 6.16, such Restricted Subsidiary may only be redesignated as an Unrestricted Subsidiary one time thereafter, and once a Restricted Subsidiary is designated as an Unrestricted Subsidiary pursuant to this Section 6.16, such Unrestricted Subsidiary may only be redesignated as a Restricted Subsidiary one time thereafter and (ix) the Borrower shall have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clause (ii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party 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 such Loan Partythe Borrower’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct Subsidiary (that have not otherwise been transferred to or indirect parent company of the Borrower shall be permitted to be an invested in other Unrestricted SubsidiarySubsidiaries).

Designation of Subsidiaries. The Board of Directors of the Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary as of the Borrower (including any newly acquired or newly formed Subsidiary of the Borrower) 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 (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately before and after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis with Article VI, whether or not in accordance with Section 1.03(ceffect at such time, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of the Term Facility, the Senior Notes, or any other Junior Financing or any other Indebtedness of any Loan Party and (and as a condition precedent iv) prior to the effectiveness designation of any such designationa 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 a certificate setting forth in reasonable detail and the calculations FILO Agent an updated Borrowing Base Certificate demonstrating that, after giving pro forma effect to such compliance) and (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation, must the aggregate principal amount of Revolving Credit Outstandings does not have contributed greater than 10% of exceed the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01aggregate Maximum Credit at such time. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (Fair Market Value as determined by the Borrower in good faith by of the Borrower)’s or its Subsidiary’s (as applicable) Investment therein. The Board of Directors of the Borrower may at any time designate or re-designate any Unrestricted Subsidiary of the Borrower to be a Restricted Subsidiary, so long as such designation or re-designation would not result in an Event of Default. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party Borrower in such Unrestricted Subsidiaries Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value as determined by the Borrower in good faith at the date of such designation of such Loan Partythe Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be permitted to be subsequently re-designated as an Unrestricted Subsidiary, unless such re-designation would not result in an Event of Default.

Designation of Subsidiaries. The Borrower may, at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary pursuant to such designation, the Borrower shall be in compliance with the covenants set forth in this Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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) 5.12 and (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designationdesignation (the “Designation Date”), must not have contributed greater than 10% five percent (5%) 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 period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.015.01. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment investment by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower)therein. 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 Investmentinvestment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment 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 investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall not be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower Parent may, at any time from and after the Closing Restatement Effective Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designationdesignation (including giving effect on a pro forma basis subject to Section 1.04), the Borrower Total Net Leverage Ratio shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (and as a condition precedent no greater than 6.50 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) 1.00 and (iii) if a no Restricted Subsidiary is being may be designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other if it was previously designated as an 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 period of four consecutive fiscal quarters then ended, for which financial statements have been delivered Subsidiary pursuant to this Section 6.015.10. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Restatement Effective Date shall constitute an Investment by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s (or any of its Restricted Subsidiaries’) investment therein (as determined in good faith by the Borrower)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary after the Restatement Effective Date shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the no Borrower nor any direct or indirect parent company of the any Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (iib) immediately after giving effect to such designation, the Borrower shall be in compliance Pro Forma Compliance with the financial covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (and as a condition precedent if tested prior to the effectiveness of any such designationdate on which the compliance certificate for the fiscal quarter ending on or about March 31, 2025 has been delivered, assuming that the financial covenants set forth in Section 7.10 applicable to the fiscal quarter ending on or about March 31, 2025 were then in effect), and the Borrower shall deliver to the Administrative Agent a certificate signed by a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance, (c) and (iii) if a Restricted no Subsidiary is being may be designated as an Unrestricted Subsidiary hereunderif it is a “Restricted Subsidiary” for the purpose of any Indebtedness for borrowed money or any Junior Indebtedness, in each case, of the Borrower and its Restricted Subsidiaries, that is permitted under Section 7.01, (d) no Material Assets may be transferred (including by way of an exclusive license) to an Unrestricted Subsidiary by the Borrower or any Restricted Subsidiaries if such Material Assets would be material to the business of the Borrower and its Restricted Subsidiaries (taken as a whole) after giving effect to such transfer (or exclusive license) and (e) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if, on the date of and after giving effect to such designation, such Restricted Subsidiary, together Unrestricted Subsidiary would own (or hold an exclusive license 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 period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01respect to) any Material Assets. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or the applicable Loan Party Restricted Subsidiary) therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s Borrower or such Restricted Subsidiary’s, as applicable, investment therein (as determined in good faith by the Borrower)therein, and such Investment shall be permitted under Section 7.05. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or and Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party Borrower in Unrestricted Subsidiaries such Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Partythe Borrower’s Investment in such Subsidiary. Notwithstanding For the foregoingavoidance of doubt, neither the Borrower nor any direct or indirect parent company of the Borrower shall not be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, on a pro forma basis, the Borrower shall be and its Restricted Subsidiaries are in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(cFinancial Covenant, measuring clause (a) (and as a condition precedent to of 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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries Total Net Leverage Ratio as of such the date of designation, must not have contributed greater than 10% such designation and otherwise re- computing such covenant as of the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as last day of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, Fiscal Quarter for which financial statements shall have been delivered pursuant to Section 6.015.1(a) or 5.1(b) (or, if the Borrower shall have provided the Administrative Agent with monthly financial statements for the Borrower and its Restricted Subsidiaries, re-computing such covenants as of the last day of the most recently ended twelve month period) as if such designation was in effect on the first day of the relevant period for testing compliance, (iii) an Unrestricted Subsidiary that has subsequently been designated as a Restricted Subsidiary cannot be redesignated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purposes of any Permitted Acquisition Debt, Permitted Ratio Debt, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness, and (v) no Unrestricted Subsidiary may own any Capital Stock or Indebtedness of, or hold any Lien on any property of, the Borrower or any Restricted Subsidiary of the Borrower. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower of the Borrower)’s or any applicable Subsidiary’s Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party 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 such Loan Party’s Investment in such Subsidiaryreturn. Notwithstanding the foregoing, neither the Borrower nor will not designate any direct or indirect parent company of the Borrower shall be permitted to be Restricted Subsidiary that owns Material IP as an Unrestricted Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may, Agent may at any time from and after the Closing Date, designate any Restricted Subsidiary subsidiary of either Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower Borrowers shall be in compliance with the covenants set forth in Section 7.10 have a Total Leverage Ratio of no greater than 6.50 to 1.00 calculated on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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 last day of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, Test Period for which financial statements have been delivered pursuant to Section 6.015.01, (iii) the Subsidiary Borrower may not be designated as an Unrestricted Subsidiary, (iv) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Subsidiary” for the purpose of the Revolving Loan Agreement, the Senior Notes or any other Indebtedness in excess of the Threshold Amount, (v) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in the Borrower Agent or its Subsidiaries or hold any Indebtedness of, or any Lien on any property of the Borrower Agent or its Subsidiaries, or (vi) the holder of any Indebtedness of any Unrestricted Subsidiary shall not have any recourse to the Borrower Agent or its Subsidiaries with respect to such Indebtedness. The designation of any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower Agent therein at the date of designation in an amount equal to the portion (proportionate to the Borrower Agent’s equity interest in such subsidiary) of the fair market value of the applicable Loan Partynet assets of such Subsidiary (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.07); provided that upon a redesignation of such Unrestricted Subsidiary as a Subsidiary, the Borrower Agent shall be deemed to continue to have a permanent Investment in a Subsidiary in an amount (if positive) equal to (a) the Borrower Agent’s investment therein “Investment” in such Subsidiary at the time of such redesignation, less (as determined b) the portion (proportionate to the Borrower Agent’s equity interest in good faith by such Subsidiary) of the Borrower)fair market value of the net assets of such Subsidiary at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiarytime.

Designation of Subsidiaries. The Borrower may, Payor may at any time from and after the Closing Date, designate any Payor Group Restricted Subsidiary as an a Payor Group Unrestricted Subsidiary or any Payor Group Unrestricted Subsidiary as a Payor Group Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Credit Default shall have occurred and be continuingcontinuing or would result from such designation, (iib) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 Consolidated Total Leverage Ratio, determined on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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 last day of the most recently ended fiscal quarter of Holdings, is less than 3.25 to 1.00, and the Borrower, Swiss Borrower shall have delivered to Payee a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b) and (c) no Subsidiary may be designated as a Payor Group Unrestricted Subsidiary if it is (i) a “restricted subsidiary” or a “guarantor” (or any similar designation) for the period Senior Subordinated Notes or any Material Indebtedness that is subordinated in right of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant payment to Section 6.01the Obligations or (ii) an Intermediate Holdco or a Borrower. The designation of any Restricted Subsidiary as an a Payor Group Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party parent company of such Subsidiary therein under Section 3.04(u) at the date of designation in an amount equal to the fair market value of the applicable Loan Partysuch parent company’s investment therein (as determined in good faith by the Borrower)therein. 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 Investment, 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 time, 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 Partyany Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 Total Net Leverage Ratio on a Pro Forma Basis in accordance with Basis, as of the last day of the most recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 1.03(c5.01(a) or 5.01(b) of this Agreement (and or, prior to the initial delivery under this Agreement, of the Original Credit Agreement), would not exceed 4.50 to 1.00, and, as a condition precedent to the effectiveness of any such designationdes-ignation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating compliance with such compliance) ratio and (iii) if a Restricted no Subsidiary is being may be designated as an Unrestricted Subsidiary hereunder, such if it is a “Restricted Subsidiary, together with all other Unrestricted Subsidiaries as ” for purposes 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 period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01any Material Indebtedness. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment or its Restricted Subsidiaries’, as applicable, Investments therein (as determined in good faith by at the Borrower)time 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 Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation des-ignation of such Loan Partythe Borrower’s Investment or its Subsidiaries, as applicable, investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, at any time from and (a) Unless designated after the Closing DateDate in writing to the Administrative Agent pursuant to this Section, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (b) The Borrower may designate any Restricted a Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that if (i) immediately before and after such designation, no Default or Event of Default shall have occurred exists or would exist and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 designation on a Pro Forma Basis Basis, the Borrower and its Restricted Subsidiaries would have been in compliance with all of the covenants contained in this Agreement, including, without limitation, Section 7.11, as of the end of the most recent fiscal quarter for which financial statements are available, (iii) the total amount of consolidated assets of such Unrestricted Subsidiary less (x) all current liabilities (excluding current maturities of long-term debt) and (y) the value of all goodwill and intangible assets, as determined in accordance with Section 1.03(c) (and as a condition precedent to GAAP, determined based on the effectiveness consolidated balance sheet of any such designation, the Borrower shall deliver and its Subsidiaries most recently delivered pursuant to Section 6.01(a) or 6.01(b), together with the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliancetotal amount of consolidated assets of all other Unrestricted Subsidiaries less (x) all current liabilities (excluding current maturities of long-term debt) and (iiiy) the value of all goodwill and intangible assets, as determined in accordance with GAAP, determined based on the consolidated balance sheet of the Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(a) or 6.01(b), shall not, at the time of its designation, (A) if a Restricted such designation occurs prior to the IPO Closing Date, exceed 5% of Consolidated Net Tangible Assets, and (B) if such designation occurs on or after the IPO Closing Date, exceed 10% of Consolidated Net Tangible Assets, and (iv) no Subsidiary is being may be designated as an Unrestricted Subsidiary hereunderif it will be treated as a “restricted subsidiary” for purposes of any indenture, credit agreement, or similar agreement. (c) The Borrower may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if after giving effect to such Restricted Subsidiarydesignation, together (i) immediately before and after such designation, no Default or Event of Default exists or would exist and (ii) immediately after giving effect to such designation on a Pro Forma Basis, the Borrower and its Subsidiaries would have been in compliance 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)covenants contained in this Agreement, including, without limitation, Section 7.11, as of the end of the most recently ended recent fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant are available. (d) All Subsidiaries of an Unrestricted Subsidiary shall be also Unrestricted Subsidiaries. The Borrower will not permit any Unrestricted Subsidiary to Section 6.01. hold any Equity Interests in, or any Indebtedness of, any Restricted Subsidiary. (e) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party therein in such Unrestricted Subsidiary at the date of designation in an amount equal to the fair market value of the Borrower’s or applicable Loan Party’s investment therein (as determined in good faith by the Borrower)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and time. (iif) a return on If, at any Investment by time, any Unrestricted Subsidiary would fail to meet 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company requirements of the Borrower shall be permitted definition of Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted SubsidiarySubsidiary for purposes of this Agreement and any Indebtedness and Liens of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Date designate any Restricted existing or subsequently acquired or organized Subsidiary as an Unrestricted Subsidiary or and subsequently re-designate any such Unrestricted Subsidiary as a Restricted Subsidiary; provided that Subsidiary so long as, after giving effect to any such designation or re-designation, (i) immediately before and after such designationdesignation on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing, (ii) 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 the Senior Notes or any other Indebtedness of Holdings or the Borrower and (iii) immediately after giving effect to such designation, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries 7.13 recomputed 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 last day of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, Borrower for which financial statements have been delivered pursuant to Section 6.01are available. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment therein or its Subsidiary’s (as determined in good faith by the Borrower)applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party 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 such Loan Partythe Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. When designated as an Unrestricted Subsidiary, each such Unrestricted Subsidiary, in the aggregate with all Unrestricted Subsidiaries previously designated (at the time of designation thereof) that continue to be Unrestricted Subsidiaries, shall not constitute more than 5.0% of (x) Consolidated EBITDA on a Pro Forma Basis of the Borrower and its Subsidiaries for the four-quarter period ended immediately prior to the date of such designation and (y) Consolidated Total Assets. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be permitted to be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The board of directors of the Lead Borrower may, may at any time from and after the Closing Date, designate or re-designate (x) any Restricted Subsidiary of any Borrower as an Unrestricted Subsidiary or (y) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 Fixed Charge Coverage Ratio calculated on a Pro Forma Basis in accordance with Basis, would be no less than 2.00 to 1.00 as of the last day of the Test Period most recently ended prior to such designation for which the financial statements and certificates required by Section 1.03(c5.04(a) (and or 5.04(b), as a condition precedent to the effectiveness of any such designationcase may be, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and have been delivered, (iii) if a no Borrower may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary is being may be designated as an Unrestricted Subsidiary hereunder, such if it is a “Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% ” for the purpose of the Borrower’s Consolidated EBITDA ABL Credit Agreement or any other Indebtedness listed on Schedule 6.01, (calculated inclusive of all Unrestricted Subsidiaries), v) as of the most recently ended fiscal quarter last date of designation thereof, no Unrestricted Subsidiary shall own any Equity Interests in any Borrower or any Loan Party or hold any Indebtedness of, or Lien on any property of any Borrower or any Loan Party, (vi) the Borrower, for the period holder of four consecutive fiscal quarters then ended, for which financial statements any Indebtedness of any Unrestricted Subsidiary shall not have been delivered pursuant any recourse to any Borrower or any Loan Party with respect to such Indebtedness (unless such Indebtedness is otherwise permitted under Section 6.01) or (vi) any Subsidiary previously designated as an Unrestricted Subsidiary may not thereafter be re-designated as an Unrestricted Subsidiary. The designation of any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrowers therein at the date of designation in an amount equal to the portion (proportionate to such Borrower’s equity interest in such subsidiary) of the fair market value of the applicable Loan Party’s investment therein net assets of such Subsidiary (as determined in good faith by and such designation shall only be permitted to the Borrower)extent such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Restricted Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at time. As of the date of such designation of such Loan Partyany designation, the Lead Borrower shall have delivered to the Administrative Agent an officer’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company certificate executed by a Responsible Officer of the Lead Borrower shall be permitted certifying to be an Unrestricted Subsidiarysuch officer’s knowledge, compliance with the requirements of this Section 5.15, including reasonably detailed calculations required to demonstrate compliance with the Fixed Charge Coverage Ratio on a Pro Forma Basis.

Designation of Subsidiaries. (a) The Borrower maymay designate any subsidiary (including any existing subsidiary and any newly acquired or newly formed subsidiary) to be an Unrestricted Subsidiary unless (A) such subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, at or owns or holds any time from and after Lien on, any property of, the Closing Date, designate Borrower or any Restricted Subsidiary (other than solely any Unrestricted Subsidiary of the subsidiary to be so designated) (B) the assets of such subsidiary are included in the Borrowing Base; provided that (i) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Borrower; (ii) such designation complies with the covenants described in Section 6.03(c); (iii) no Default or Event of Default shall have occurred and be continuing; (iv) either: (A) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Excess Cash Availability test described in Section 6.01(a); or (B) Excess Cash Availability for the Borrower and its Restricted Subsidiaries would be greater than or equal to Excess Cash Availability immediately prior to such designation, in each case on a pro forma basis taking into account such designation; and (v) each of: (A) the subsidiary to be so designated; and (B) its subsidiaries has not at the time of designation, and does not thereafter, incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiary. Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of the Specified Senior Indebtedness or any Junior Financing. (b) The Borrower may designate any Unrestricted Subsidiary as to be a Restricted Subsidiary; provided that (i) that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, continuing and either: (i) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Excess Cash Availability test described in Section 6.01(a); or (ii) Excess Cash Availability for the Borrower and its Restricted Subsidiaries would be greater than or equal to Excess Cash Availability immediately after prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the Borrower shall be notified by the Borrower to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the board of directors of the Borrower or any committee thereof giving effect to such designation, the Borrower shall be in compliance designation and an Officer’s Certificate certifying that such designation complied with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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 period of four 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 applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiaryforegoing provisions.

Designation of Subsidiaries. The Borrower Parent may, at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower Parent shall be in compliance with the covenants covenant set forth in Section 7.10 on a Pro Forma Basis pro forma basis in accordance with Section 1.03(c) (and as a condition precedent to the effectiveness of any such designation, the Borrower Parent shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designationdesignation (the “Designation Date”), must not have contributed greater than 10% of the BorrowerParent’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the BorrowerParent, for the period of four 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 applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the BorrowerParent). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the ▇▇▇▇▇ Borrower nor any direct or indirect parent company of the theany Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.10 on a Pro Forma Basis 7.11 ( it being understood that if no Test Period cited in accordance with Section 1.03(c7.11 has passed, the covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended) (and 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 (iii) if a Restricted no Subsidiary is being may be designated as an Unrestricted Subsidiary hereunder, such if it is a “Restricted Subsidiary” for the purpose of any Senior Notes Documents, 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)Opco Senior Notes Documents or any Junior Financing, as of the most recently ended fiscal quarter of the Borrowerapplicable, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment therein or its Subsidiary’s (as determined in good faith by the Borrower)applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party 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 such Loan Partythe Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, at any time from and after the Closing Original Effective Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 6.12 on a Pro Forma Basis pro forma basis in accordance with Section 1.03(c1.04(b) (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), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary pursuant to this Section 5.10 and (iiiiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designationdesignation (the “Designation Date”), must not have contributed greater than 10% fifteen percent (15%) 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 period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.015.01. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Restatement Effective Date shall constitute an Investment by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary after the Restatement Effective Date shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall not be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The (a) Subject to Section 6.12(b) below, the board of directors of the Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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 period of four 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 applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the applicable Loan PartyBorrower’s investment therein (as determined in good faith by the Borrower)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.1, calculated as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.1; (ii) no Default or Event of Default exists or would result therefrom; and (iii) in the case of clause (x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Capital Stock or own or hold any Lien on any property of the Borrower or any Restricted Subsidiary, and (B) to the extent any Indebtedness of the Subsidiary is not Non-Recourse Debt, any guarantee thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.2 and 7.8. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) no Restricted Subsidiary of the Borrower may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary directly or indirectly owns (x) Capital Stock of either the MLP or the general partner of the MLP or (y) the ▇▇▇▇▇▇ ▇▇▇▇ Facility and (ii) a return on any Investment by for purposes of determining whether 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 a Restricted Subsidiary as an Unrestricted Subsidiary complies with Section 7.8, such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company compliance shall be determined without utilization of the Borrower shall be permitted to be an Unrestricted Subsidiaryinvestment capacity provided by Section 7.8(w) and Section 7.8(v).

Designation of Subsidiaries. The Each Borrower may, at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the such Borrower shall be in compliance with the covenants covenant set forth in Section 7.10 6.12 on a Pro Forma Basis in accordance with Section 1.03(c) pro forma basis (and as a condition precedent to the effectiveness of any such designation, the Borrower Representative shall deliver 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 it was previously designated as an Unrestricted Subsidiary pursuant to this Section 5.14 and (iiiiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designationdesignation (the “Designation Date”), must not have contributed greater than 10% five percent (5%) of the such Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the such Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.015.01. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment investment by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower)therein. 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 Investmentinvestment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment 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 investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the no Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The (a) Subject to Section 6.13(b) below, the Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary (other than theany Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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 period of four 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 applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable such Loan Party’s investment therein (as determined in good faith by the Borrower)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless (i) no Specified Event of Default shall have occurred or be continuing; (ii) at the time of such designation, the Consolidated Total Net Leverage Ratio of the Borrower and the Restricted Subsidiaries as of the end of the most recently ended Test Period, on a return Pro Forma Basis, would be no greater than 4.00:1.00; and (iii) in the case of clause (x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) at such time or thereafter own (i) any Equity Interests or Indebtedness of, or own or hold any Lien on any Investment by property of, the applicable Loan Party Borrower or any Restricted Subsidiary (unless such Restricted Subsidiary is also designated an Unrestricted Subsidiary) or, (ii) any intellectual property (other than any intellectual property that, in Unrestricted Subsidiaries pursuant to the preceding sentence reasonable business judgment of the Borrower, is immaterial to, or no longer used in an amount equal to or necessary for, the fair market value at conduct of the date business of such designation of such Loan Party’s Investment in such the Borrower or any Restricted Subsidiary. Notwithstanding the foregoing, ) or (iii) any Material Real Property and (B) neither the Borrower nor any direct Restricted Subsidiary shall at any time be directly or indirect parent company indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the Borrower shall be permitted payment thereof to be an accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary).

Designation of Subsidiaries. (a) The Parent Borrower may, may at any time from and after the Closing Date, designate any (x) Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary or (y) Subsidiary or other Person as to which the Parent Borrower or any Restricted Subsidiary is party to a joint venture agreement as a Permitted Joint Venture; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately no Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to any Group Member, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Person with respect to which any Group Member has any direct or indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition, (v) after giving effect to such designation, the Parent Borrower shall be is in compliance with the financial covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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 7.1 for the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, Reference Period for which financial statements have been delivered pursuant to Section 6.01. 6.1, on a pro forma basis, giving effect to the respective designation (as well as all other designations of Unrestricted Subsidiaries or Permitted Joint Ventures and Restricted Subsidiaries consummated during the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1), (vi) no Subsidiary may be designated an Unrestricted Subsidiary if, after giving effect to such designation, Unrestricted Subsidiaries have, in the aggregate, (x) at the last day of the Reference Period most recently ended, total assets equal to or greater than 10.0% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date of designation or (y) revenues during such Reference Period equal to or greater than 10.0% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP and (vii) no Borrower may be designated as an Unrestricted Subsidiary or a Permitted Joint Venture. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date or Permitted Joint Venture shall constitute an Investment by the applicable Loan Party therein Parent Borrower therein, at the date of designation in an amount equal to the fair market value of the applicable Loan PartyParent Borrower’s investment therein (as determined in good 103 faith by the board of directors of the Parent Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence shall, at the time of designation such designation, constitute the incurrence of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) time. Upon a return on redesignation of any Investment by Subsidiary as a Restricted Subsidiary, the applicable Loan Party Investments of the Parent Borrower in Unrestricted Subsidiaries pursuant shall be reduced by the fair market value of the Parent Borrower’s Investment in such Subsidiary at the time of such redesignation (as determined in good faith by the board of directors of the Parent Borrower) (it being understood that such reduction shall not exceed the Parent Borrower’s initial Investment in such Subsidiary, less returns on such Investment received by the Parent Borrower). Any property transferred to the preceding sentence in or from an amount equal to the Unrestricted Subsidiary or Permitted Joint Venture shall be valued at its fair market value at the date time of such designation transfer, in each case as determined in good faith by the board of directors of the Parent Borrower. (c) If, as of the last day of any Reference Period ended after the Fourth Restatement Effective Date, Unrestricted Subsidiaries have, in the aggregate, (i) total assets at such day equal to or greater than 10.0% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date or (ii) revenues during such Reference Period equal to or greater than 10.0% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP, then the Parent Borrower shall, no later than five Business Days subsequent to the date on which financial statements for such fiscal period are delivered pursuant to this Agreement, designate in writing to the Administrative Agent one or more of such Loan Party’s Investment Unrestricted Subsidiaries as Restricted Subsidiaries in accordance with Section 6.11(a) such Subsidiary. Notwithstanding that, following such designation(s), Unrestricted Subsidiaries have, in the foregoing, neither aggregate (i) total assets at the Borrower nor any direct or indirect parent company last day of such Reference Period of less than 10.0% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date and (ii) total revenues during such Reference Period of less than 10.0% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP. (d) The Parent Borrower may at any time designate any Permitted Joint Venture as a Specified Permitted Joint Venture or any Specified Permitted Joint Venture as a Permitted Joint Venture; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be permitted continuing, (ii) after giving effect to such designation, the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1 for the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1, on a pro forma basis, giving effect to the respective designation (as well as all other designations of Permitted Joint Ventures and Specified Permitted Joint Ventures consummated during the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1), (iii) no Permitted Joint Venture may be an Unrestricted Subsidiarydesignated as a Specified Permitted Joint Venture if it was previously designated as a Specified Permitted Joint Venture, and (iv) the Parent Borrower, in its sole discretion, shall have delivered a written notice to the Administrative Agent attaching a certificate of a Responsible Officer, in form and substance reasonably acceptable to the Administrative Agent, setting forth in reasonable detail the calculations and representations necessary to demonstrate the Parent Borrower’s satisfaction of the conditions set forth above.

Designation of Subsidiaries. (a) The Parent Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately no Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to any Group Member, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Person with respect to which any Group Member has any direct or indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition, (v) after giving effect to such designation, the Parent Borrower shall be is in compliance with the financial covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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 7.1 for the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, Reference Period for which financial statements have been delivered pursuant to Section 6.01. 6.1, on a pro forma basis, giving effect to the respective designation (as well as all other designations of Unrestricted Subsidiaries and Restricted Subsidiaries consummated during the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1), (vi) no Subsidiary may be designated an Unrestricted Subsidiary if, after giving effect to such designation, Unrestricted Subsidiaries have, in the aggregate, (x) at the last day of the Reference Period most recently ended, total assets equal to or greater than 5.0% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date or (y) revenues during such Reference Period equal to or greater than 5.0% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP and (vii) no Borrower may be designated as an Unrestricted Subsidiary. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party therein Parent Borrower therein, at the date of designation in an amount equal to the fair market value of the applicable Loan PartyParent Borrower’s investment therein (as determined in good faith by the board of directors of the Parent Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence shall, at the time of designation such designation, constitute the incurrence of any Investment, Indebtedness or Liens of of (1) To be updated as necessary. such Subsidiary existing at such time and (ii) time. Upon a return on redesignation of any Investment by Subsidiary as a Restricted Subsidiary, the applicable Loan Party Investments of the Parent Borrower in Unrestricted Subsidiaries pursuant shall be reduced by the fair market value of the Parent Borrower’s Investment in such Subsidiary at the time of such redesignation (as determined in good faith by the board of directors of the Parent Borrower) (it being understood that such reduction shall not exceed the Parent Borrower’s initial Investment in such Subsidiary, less returns on such Investment received by the Parent Borrower). Any property transferred to the preceding sentence in or from an amount equal to the Unrestricted Subsidiary shall be valued at its fair market value at the date time of such designation transfer, in each case as determined in good faith by the board of directors of the Parent Borrower. (c) If, as of the last day of any Reference Period ended after the Second Restatement Effective Date, Unrestricted Subsidiaries have, in the aggregate, (i) total assets at such day equal to or greater than 5.0% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date or (ii) revenues during such Reference Period equal to or greater than 5.0% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP, then the Parent Borrower shall, no later than five Business Days subsequent to the date on which financial statements for such fiscal period are delivered pursuant to this Agreement, designate in writing to the Administrative Agent one or more of such Loan Party’s Investment Unrestricted Subsidiaries as Restricted Subsidiaries in accordance with Section 6.13(a) such Subsidiary. Notwithstanding that, following such designation(s), Unrestricted Subsidiaries have, in the foregoing, neither aggregate (i) total assets at the Borrower nor any direct or indirect parent company last day of such Reference Period of less than 5.0% of the Consolidated Total Assets of the Parent Borrower shall be permitted to be an Unrestricted Subsidiaryand its Subsidiaries at such date and (ii) total revenues during such Reference Period of less than 5.0% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP.

Designation of Subsidiaries. The Borrower may(a) Subject to Section 6.11(b) below, the board of directors of the Parent may at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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 period of four 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 applicable Loan Party Parent therein at the date of designation in an amount equal to the fair market value Fair Market Value of the applicable Loan PartyParent’s investment therein (as determined in good faith by the Borrower)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and time. (b) The Parent may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: CHAR1\1969725v1CHAR1\1969725v3 (i) the Parent shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.1, calculated as of the last day of the most recently ended fiscal quarter of the Parent for which financial statements have been delivered pursuant to Section 6.1; (ii) a return no Default or Event of Default exists or would result therefrom; and (iii) in the case of clause (x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Capital Stock or own or hold any Lien on any Investment property of the Parent or any Restricted Subsidiary, and (B) to the extent any Indebtedness of the Subsidiary is not Non-Recourse Debt, any guarantee thereof by the applicable Loan Party in Unrestricted Subsidiaries pursuant Parent or any Restricted Subsidiary is permitted under Sections 7.2 and 7.8. (c) Notwithstanding anything to the preceding sentence contrary contained in an amount equal to this Agreement, for purposes of determining whether the fair market value at the date of such designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with Section 7.8, such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company compliance shall be determined without utilization of the Borrower shall be permitted to be an Unrestricted Subsidiaryinvestment capacity provided by Section 7.8(u) and Section 7.8(v).

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by delivering to the Administrative Agent a certificate of an Authorized Officer of the Borrower specifying such designation and certifying that the conditions to such designation set forth in this Section 5.15 are satisfied; provided that that: (ia) both immediately before and immediately after any such designation, no Default or Event of Default shall have occurred and be continuing, ; (iib) immediately after giving effect Pro Forma Effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis Compliance with each Financial Covenant, in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries each case recomputed 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 last day of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, Test Period for which financial statements have been delivered pursuant to Section 6.015.01(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 Statements); (c) in the case of a designation of a Subsidiary as an Unrestricted Subsidiary, each subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 5.15; (d) in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, each Subsidiary of which such designated Subsidiary is a subsidiary has been, or concurrently therewith will be, designated as a Restricted Subsidiary in accordance with this Section 5.15; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary or if it is a “restricted subsidiary” pursuant to the terms of any Material Indebtedness of the Borrower or any of its Restricted Subsidiaries. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party therein at Borrower in such Subsidiary on the date of designation in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment Investment therein (as determined reasonably and in good faith by a Financial Officer of the Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiarytime.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Date designate (or redesignate) any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 6.12 calculated on a Pro Forma Basis in accordance with Section 1.03(c) (and as a condition precedent of the last day of the most recently ended Test Period immediately prior to giving effect to the effectiveness of any such relevant designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iii) if a Restricted Subsidiary is being no subsidiary may be designated as an Unrestricted Subsidiary hereunder, such if it is a “Restricted Subsidiary, together with all other Unrestricted Subsidiaries ” for purposes of the ABL Credit Agreement and (iv) as of such the date of designationdesignation thereof, must not have contributed greater than 10% no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary 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 period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01. The designation of any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the portion of the fair market value of the applicable Loan Partynet assets of such Restricted Subsidiary attributable to the Borrower’s investment equity interest therein (whether direct or indirect) as determined in good faith reasonably estimated by the BorrowerBorrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting as applicable, at the time of designation of any then-existing Investment, Indebtedness or Liens Lien of such Restricted Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary existing at such time and (ii) as a return on any Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment by in the applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such subsidiary as calculated at the time re-designated as a Restricted Subsidiary, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein (whether direct or indirect) as reasonably estimated by the Borrower at the date time of such designation of such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiaryre-designation.

Designation of Subsidiaries. (a) The Parent Borrower may, may at any time from and after the Closing Date, designate any (x) Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary or (y) Subsidiary or other Person as to which the Parent Borrower or any Restricted Subsidiary is party to a joint venture agreement as a Permitted Joint Venture; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately no Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to any Group Member, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Person with respect to which any Group Member has any direct or indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition, (v) after giving effect to such designation, the Parent Borrower shall be is in compliance with the financial covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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 7.1 for the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, Reference Period for which financial statements have been delivered pursuant to Section 6.01. 6.1, on a pro forma basis, giving effect to the respective designation (as well as all other designations of Unrestricted Subsidiaries or Permitted Joint Ventures and Restricted Subsidiaries consummated during the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1), (vi) no Subsidiary may be designated an Unrestricted Subsidiary if, after giving effect to such designation, Unrestricted Subsidiaries have, in the aggregate, (x) at the last day of the Reference Period most recently ended, total assets equal to or greater than 10.0% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date of designation or (y) revenues during such Reference Period equal to or greater than 10.0% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP and (vii) no Borrower may be designated as an Unrestricted Subsidiary or a Permitted Joint Venture. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date or Permitted Joint Venture shall constitute an Investment by the applicable Loan Party therein Parent Borrower therein, at the date of designation in an amount equal to the fair market value of the applicable Loan PartyParent Borrower’s investment therein (as determined in good faith by the board of directors of the Parent Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence shall, at the time of designation such designation, constitute the incurrence of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) time. Upon a return on redesignation of any Investment by Subsidiary as a Restricted Subsidiary, the applicable Loan Party Investments of the Parent Borrower in Unrestricted Subsidiaries pursuant shall be reduced by the fair market value of the Parent Borrower’s Investment in such Subsidiary at the time of such redesignation (as determined in good faith by the board of directors of the Parent Borrower) (it being understood that such reduction shall not exceed the Parent Borrower’s initial Investment in such Subsidiary, less returns on such Investment received by the Parent Borrower). Any property transferred to the preceding sentence in or from an amount equal to the Unrestricted Subsidiary or Permitted Joint Venture shall be valued at its fair market value at the date time of such designation transfer, in each case as determined in good faith by the board of directors of the Parent Borrower. (c) If, as of the last day of any Reference Period ended after the Fourth Restatement Effective Date, Unrestricted Subsidiaries have, in the aggregate, (i) total assets at such day equal to or greater than 10.0% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date or (ii) revenues during such Reference Period equal to or greater than 10.0% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP, then the Parent Borrower shall, no later than five Business Days subsequent to the date on which financial statements for such fiscal period are delivered pursuant to this Agreement, designate in writing to the Administrative Agent one or more of such Loan Party’s Investment Unrestricted Subsidiaries as Restricted Subsidiaries in accordance with Section 6.11(a) such Subsidiary. Notwithstanding that, following such designation(s), Unrestricted Subsidiaries have, in the foregoing, neither aggregate (i) total assets at the Borrower nor any direct or indirect parent company last day of such Reference Period of less than 10.0% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date and (ii) total revenues during such Reference Period of less than 10.0% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP. (d) The Parent Borrower may at any time designate any Permitted Joint Venture as a Specified Permitted Joint Venture or any Specified Permitted Joint Venture as a Permitted Joint Venture; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be permitted continuing, (ii) after giving effect to such designation, the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1 for the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1, on a pro forma basis, giving effect to the respective designation (as well as all other designations of Permitted Joint Ventures and Specified Permitted Joint Ventures consummated during the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1), (iii) no Permitted Joint Venture may be an Unrestricted Subsidiarydesignated as a Specified Permitted Joint Venture if it was previously designated as a Specified Permitted Joint Venture, and (iv) the Parent Borrower, in its sole discretion, shall have delivered a written notice to the Administrative Agent attaching a certificate of a Responsible Officer, in form and substance reasonably acceptable to the Administrative Agent, setting forth in reasonable detail the calculations and representations necessary to demonstrate the Parent Borrower’s satisfaction of the conditions set forth above.

Designation of Subsidiaries. The board of directors of the Parent Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designationdesignation (on a pro forma basis for purposes of Section 7.15), no Default or Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to any designation of an Old Subsidiary as an Unrestricted Subsidiary, the Total Leverage Ratio for the Test Period immediately preceding such designation is less than or equal to 3.5 to 1.0 (calculated on a pro forma basis after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (and and, as a condition precedent to the effectiveness of any such designation, the Parent Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such compliancetest) and (iiic) if a Restricted no Subsidiary is being may be designated as an Unrestricted Subsidiary hereunderif, after such designation, it would be a “Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% ” for the purpose of the Borrower’s Consolidated EBITDA (calculated inclusive Senior Secured Notes, the Senior Unsecured Notes or any other Junior Financing or any other Indebtedness of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01any Loan Party. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Parent Borrower therein at the date of designation in an amount equal to the fair market net book value of the applicable Loan PartyParent Borrower’s investment therein (as determined in good faith by the Borrower)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market net book value at the date of such designation of such the Loan Party’s Parties’ (as applicable) Investment in such Subsidiary. Notwithstanding Subsidiary and may be accomplished via a merger or consolidation of such Unrestricted Subsidiary with, or the foregoingsale of all or substantially all of such Restricted Subsidiaries’ assets to, neither a Restricted Subsidiary or the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted SubsidiaryParent Borrower.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 compliance, on a Pro Forma Basis in accordance Basis, with Section 1.03(c) a Total Net Leverage Ratio of no greater than 4.40 to 1.00 (and as a condition precedent to the effectiveness of any such designationor, if lower, the Borrower shall deliver to Financial Performance Covenant), in either case, for the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and Test Period then most recently ended, (iii) if a Restricted no Subsidiary is being may be designated as an Unrestricted Subsidiary hereunderor continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Specified Indebtedness of Holdings, such the Borrower or any Restricted Subsidiary, together with (iv) no Unrestricted Subsidiary may own, and none of Holdings, the Borrower or any of its Restricted Subsidiaries may transfer to any Unrestricted Subsidiary, any Material Intellectual Property, (v) no Unrestricted 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 (vi) at the time of such designation of an Unrestricted Subsidiary and after giving effect thereto, the aggregate assets or revenues of all other Unrestricted Subsidiaries as of such date of designation, must do not have contributed greater than 10exceed 3.5% of the Borrower’s Consolidated EBITDA consolidated revenues or consolidated assets, as applicable, of the Borrower (calculated inclusive of including, for this purpose, all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, for the period of four 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 Borrower or the applicable Loan Party Restricted Subsidiary therein at the date of designation in an amount equal to the portion of the fair market value (as reasonably determined by the Borrower in good faith) of the assets of such Restricted Subsidiary attributable to the Borrower’s or its applicable Loan PartyRestricted Subsidiary’s investment equity interest therein (as determined in good faith reasonably estimated by the BorrowerBorrower (and such designation shall only be permitted to the extent such Investment is otherwise permitted herein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value (as reasonably determined by the Borrower in good faith) at the date of such designation of the Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Loan PartyUnrestricted Subsidiary; provided that, immediately after such designation, the Borrower or its Restricted Subsidiary shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the amount of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiary. Notwithstanding Restricted Subsidiary at the foregoingtime of such designation, neither less (b) the portion of the fair market value (as reasonably determined by the Borrower nor any direct or indirect parent company in good faith) of the Borrower shall be permitted assets of such Restricted Subsidiary attributable to be an Unrestricted the Borrower’s or it’s Restricted Subsidiary’s equity therein at the time of such designation.

Designation of Subsidiaries. The Borrower may, Parent may at any time from and after the Closing Date, Date designate (or redesignate) any Restricted Subsidiary as an Unrestricted Subsidiary (other than the Borrower or Everi Games Holdings Inc.) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default exists or Event of Default shall have occurred and be continuing, would result therefrom (ii) immediately including after giving effect to such designationthe reclassification of Investments in, Indebtedness of, and Liens on the assets of, the Borrower shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a applicable Restricted Subsidiary is being or Unrestricted Subsidiary), (b) no Subsidiary may be designated as an Unrestricted Subsidiary hereunder, if such Subsidiary is a “restricted subsidiary” under any material Indebtedness for borrowed money of the Parent or any Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% of (c) the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, for the period of four 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 or its applicable Loan Party therein Restricted Subsidiary at the date of designation in an amount equal to the fair market value portion of the Fair Market Value of the net assets of such Restricted Subsidiary attributable to the Parent’s or its applicable Loan PartyRestricted Subsidiary’s investment equity interest therein (as determined in good faith reasonably estimated by the BorrowerParent (and such designation shall only be permitted to the extent such Investment is permitted under Section 8.02), (d) (x) if the most recently ended Calculation Period is prior to December 31, 2021, the Consolidated Secured Leverage Ratio, calculated on a Pro Forma Basis as of the last day of such most recently ended Calculation Period, shall not exceed 4.50:1.00 or (y) if the most recently ended Calculation Period is on or after December 31, 2021, the Parent shall be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, (e) neither the Parent nor any of its Restricted Subsidiaries shall be a guarantor or obligor in respect of any Indebtedness of such Unrestricted Subsidiary or any of its Subsidiaries, (f) neither such Unrestricted Subsidiary nor any of its Subsidiaries shall hold any Indebtedness or Equity Interests of, or any Lien on the assets of, the Parent or any of its Restricted Subsidiaries, (g) no material intellectual property may be transferred to, or held by, any Unrestricted Subsidiary and (h) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the provisions of the immediately succeeding paragraph shall be satisfied. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence or making, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Liens Lien of such Restricted Subsidiary, as applicable. Notwithstanding anything to the contrary contained herein (including Section 8.02), at the time of any designation of a Restricted Subsidiary existing at as an Unrestricted Subsidiary or any contribution of assets to an Unrestricted Subsidiary and, in either case, after giving pro forma effect thereto, neither shall (i) the aggregate Consolidated Adjusted EBITDA attributable to all Unrestricted Subsidiaries (determined for such time Unrestricted Subsidiaries on a basis consistent with the definition of Consolidated Adjusted EBITDA contained herein) exceed 10.0% of the aggregate Consolidated Adjusted EBITDA attributable to the Parent and its Subsidiaries (including, for this purpose, all Unrestricted Subsidiaries) nor (ii) a return on any Investment by the applicable Loan Party in aggregate assets of all 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company constitute more than 10.0% of the Borrower shall be permitted to be an Unrestricted Subsidiaryaggregate assets of the Parent and its Subsidiaries.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Date designate any Restricted Subsidiary acquired or created after the Closing Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (if) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iig) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 Consolidated Total Net Leverage Ratio, determined on a Pro Forma Basis in accordance with Section 1.03(c) as of the last day of the Test Period then most recently ended (and as a condition precedent to the effectiveness of any such designationor, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries no Test Period has ended 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)time, as of the most recently ended fiscal quarter last day of the Borrower, for the period of four consecutive fiscal quarters of the Borrower then ended, most recently ended for which financial statements have been delivered pursuant delivered), does not exceed 5.50 to Section 6.01. The 1.00, (h) in the case of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date Subsidiary, such designation shall constitute an Investment by the applicable Loan Party therein at the date in such Unrestricted Subsidiary for purposes of designation in Section 9.05 (calculated as * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED MATERIAL IS MARKED WITH "[REDACTED]". an amount equal to the fair market value sum of (x) the net worth of the applicable Loan Party’s investment therein Subsidiary designated immediately prior to such designation (as determined in good faith such net worth to be calculated without regard to any Obligations of such Subsidiary under the Subsidiaries Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by the BorrowerSubsidiary to the Borrower or any of its Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with IFRS), and such Investment must otherwise be permitted at such time under Section 9.05, (i) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) any Refinancing Notes Indenture, any Permitted Junior Notes Document or (III) any other debt instrument, in the case of this clause (III), with a principal amount in excess of the Threshold Amount, (j) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall comply with the provisions of Section 8.11 with respect to such designated Restricted Subsidiary, (k) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary, (l) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Borrower or any of its Restricted Subsidiaries or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary, and (m) the Borrower shall have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clause (ii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party 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 such Loan Partythe Borrower’s Investment in such Subsidiary. Notwithstanding the foregoingany other provision of this Agreement, neither the Borrower nor any direct or indirect parent company [Redacted – Name of the Borrower shall Subsidiary] may not be permitted to be designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower Parent may, at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designationdesignation (including giving effect on a pro forma basis subject to Section 1.04), the Borrower Total Net Leverage Ratio shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (and as a condition precedent no greater than 6.50 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) 1.00 and (iii) if a no Restricted Subsidiary is being may be designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other if it was previously designated as an 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 period of four consecutive fiscal quarters then ended, for which financial statements have been delivered Subsidiary pursuant to this Section 6.015.10. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s (or any of its Restricted Subsidiaries’) investment therein (as determined in good faith by the Borrower)therein. 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 Investment, Indebtedness or Liens of such Subsidiary existing at such time 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. Notwithstanding the foregoing, neither the no Borrower nor any direct or indirect parent company of the any Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by delivering to the Administrative Agent a certificate of an Authorized Officer of the Borrower specifying such designation and certifying that the conditions to such designation set forth in this Section 5.15 are satisfied; provided that that: (ia) both immediately before and immediately after any such designation, no Default or Event of Default shall have occurred and be continuing, ; (iib) immediately after giving pro forma effect to such designation, the Borrower shall be in pro forma compliance with the covenants set forth each Financial Maintenance Covenant, in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries each case recomputed 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 last day of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, Test Period for which financial statements have been delivered pursuant to Section 6.015.01(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 Latest Financial Statements); (c) in the case of a designation of a Subsidiary as an Unrestricted Subsidiary, each subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 5.15; (d) in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, each Subsidiary of which such designated Subsidiary is a subsidiary has been, or concurrently therewith will be, designated as a Restricted Subsidiary in accordance with this Section 5.15; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary or if it is a “restricted subsidiary” pursuant to the terms of any Material Indebtedness of the Borrower or any of its Restricted Subsidiaries. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the applicable Loan Party therein at Borrower in such Subsidiary on the date of designation in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment Investment therein (as determined reasonably and in good faith by a Financial Officer of the Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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 Subsidiarytime. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.108

Designation of Subsidiaries. The Borrower may, at any time from and shall be permitted to designate an existing or subsequently acquired or organized Subsidiary as an Unrestricted Subsidiary after the Closing Date, designate any Restricted Subsidiary by written notice to the Administrative Agent, so long as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have has occurred and be continuingis continuing or would result therefrom, (iib) immediately after giving effect to such designation, the Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 7.10 8.1, such compliance to be determined on a Pro Forma Basis in accordance with the basis of the financial information most recently delivered to Administrative Agent by the Borrower pursuant to Section 1.03(c7.1, (c) such Unrestricted Subsidiary shall be capitalized (and as a condition precedent to the effectiveness extent capitalized by the Borrower or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 8.7(e)(i), (d) without duplication of clause (c), any assets owned by such designationUnrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 8.7(e)(i), and (e) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (a) through (d), and containing the calculations and information required by the preceding clause (b). The Borrower may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided that (i) no Default has occurred and is continuing or would result therefrom, (ii) immediately after giving effect to such Subsidiary Redesignation, the Borrower shall deliver be in compliance on a pro forma basis with the financial covenants set forth in Section 8.1, such compliance to be determined on the basis of the financial information most recently delivered to Administrative Agent by the Borrower pursuant to Section 7.1, (iii) the representations and warranties set forth in Section 5 and in the other Loan Documents shall be 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) immediately after giving effect to such Subsidiary Redesignation, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall have been 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) as of such earlier date, and (iv) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a certificate setting forth in reasonable detail Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (i) through (iii), and containing the calculations demonstrating such compliance) and information required by the preceding clause (iii) if ii); provided, further, that no Unrestricted Subsidiary that has been designated as a Restricted Subsidiary is being pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary 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 period of four 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 applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 compliance, on a Pro Forma Basis in accordance Basis, with Section 1.03(c) a Total Leverage Ratio not to exceed 2.753.25:1.00 (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 such compliance) and ), (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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 period of four (4) consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.016.01 and (iv) each Subsidiary designated as a “restricted subsidiary” under the ABL Facility shall be designated as a Restricted Subsidiary hereunder. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall not be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, at any time from and after the Closing Effective Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 6.12 on a Pro Forma Basis pro forma basis in accordance with Section 1.03(c1.04(b) (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), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary pursuant to this Section 5.10 and (iiiiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designationdesignation (the “Designation Date”), must not have contributed greater than ten percent (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 period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.015.01. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall not be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, may at any time from and after the Closing Date, Date designate any Restricted existing or subsequently acquired or organized Subsidiary as an Unrestricted Subsidiary or and subsequently re-designate any such Unrestricted Subsidiary as a Restricted Subsidiary; provided that Subsidiary so long as, after giving effect to any such designation or re-designation, (i) immediately before and after such designationdesignation on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing, (ii) 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 the Senior Notes or any other Indebtedness of the Borrower and (iii) immediately after giving effect to such designation, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries 7.13 recomputed 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 last day of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, Borrower for which financial statements have been delivered pursuant to Section 6.01are available. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment therein or its Subsidiary’s (as determined in good faith by the Borrower)applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party 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 such Loan Partythe Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. When designated as an Unrestricted Subsidiary, each such Unrestricted Subsidiary, in the aggregate with all Unrestricted Subsidiaries previously designated (at the time of designation thereof) that continue to be Unrestricted Subsidiaries, shall not constitute more than 5.0% of (x) Consolidated EBITDA on a Pro Forma Basis of the Borrower and its Subsidiaries for the four-quarter period ended immediately prior to the date of such designation and (y) Consolidated Total Assets. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be permitted to be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may, Company may at any time from and after the Closing Datedesignate (such designation, designate a “Subsidiary Designation”) any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer of the Company specifying such designation and certifying that the conditions to such designation set forth in this Section 6.10 are satisfied; provided that that: (ia) both immediately before and immediately after any such designation, no Default or Event of Default shall have occurred and be continuing, continuing or would result therefrom; (iib) immediately after giving effect to such designation, the Borrower Company shall be in compliance Pro Forma Compliance with the financial covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (and as a condition precedent to the effectiveness of any such designation7.1, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries recomputed 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 last day of the most recently ended four fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.016.1 (or, prior to the delivery of any such financial statements, the last day of the fiscal quarter ending June 30, 2018); (c) in the case of a designation of a Subsidiary as an Unrestricted Subsidiary, each subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.10; and (d) in the case of a designation of an Unrestricted Subsidiary as a Subsidiary, each subsidiary of such Unrestricted Subsidiary has been, or concurrently therewith will be, designated as a Subsidiary in accordance with this Section 6.10. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party therein at Company in such Subsidiary on the date of designation in an amount equal to the fair market value of the applicable Loan PartyCompany’s investment or its Subsidiary’s (as applicable) Investment therein (as determined reasonably and in good faith by a Responsible Officer of the BorrowerCompany). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiarytime.

Designation of Subsidiaries. The Subject to the limitations set forth in this Section 5.01(l), the Borrower may, at any time from and on or after the Closing Third Amendment Effective Date, designate any Restricted Subsidiary of the Borrower (other than any Loan Party) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by providing written notice thereof to the Administrative Agent; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designationon a pro forma basis, the Borrower Payment Conditions shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (and as a condition precedent to the effectiveness of any such designationhave been satisfied, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iiic) if a no Restricted Subsidiary is being may be designated as an Unrestricted Subsidiary hereunderif (i) after such designation, it is a “restricted subsidiary”, or otherwise obligated as a borrower or guarantor, under any documentation governing Debt permitted under Section 5.02(b)(viii),Sections 5.02(b)(xi) or 5.02(b)(xviii) hereof, (ii) such Subsidiary owns any Equity Interests of any Restricted Subsidiary, together (iii) such Subsidiary owns any Intellectual Property, or (iv) such Subsidiary has any material liabilities, is engaged in any business or commercial activities, or owns any assets with all other Unrestricted Subsidiaries as a book value of such date of designation, must not have contributed greater more than 10% of $10,000,000 in the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01aggregate. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower or other applicable Loan Party Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein Borrower or its Restricted Subsidiaries’ (as determined in good faith by the Borrower)applicable) Investments therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence constitute, at the time of designation such designation, the incurrence of any Investment, Indebtedness or Liens Debt of such Unrestricted Subsidiary existing at and the Liens on the assets of such time and (ii) a return Unrestricted Subsidiary, in each case outstanding 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 Subsidiarydesignation. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall No Subsidiary can be permitted to be designated as an Unrestricted Subsidiary.Subsidiary hereunder unless such Subsidiary is designated as an Unrestricted Subsidiary under the Term Credit Agreement

Designation of Subsidiaries. The Borrower may, (a) Holdings may at any time from and after the Closing Date, designate any Restricted Subsidiary of Holdings as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.10 on a Pro Forma Basis 7.11 (it being understood that if no Test Period cited in accordance with Section 1.03(c7.11 has passed, the covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended) (and 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 (iii) if a Restricted no Subsidiary is being may be designated as an Unrestricted Subsidiary hereunder, such if it is a “Restricted Subsidiary, together with all other Unrestricted Subsidiaries as ” for the purpose of such date of designation, must not have contributed greater than 10% of the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries)any Unsecured Bridge Loans or any Junior Financing, as of the most recently ended fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01applicable. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Holdings therein at the date of designation in an amount equal to the fair market value of the applicable Loan PartyHoldings’ or its Subsidiary’s investment therein (as determined in good faith by the Borrower)applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) 147 the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party 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 such Loan PartyHoldings’ or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing. (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) after giving effect to such release, neither the Borrower nor any direct or indirect parent company such Restricted Subsidiary shall not be a guarantor of the Borrower 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 in 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 permitted deemed to be an Unrestricted Subsidiaryincurred at the time of such release by such Electing Guarantor and such incurrence shall otherwise be permitted hereunder.

Designation of Subsidiaries. (a) The Borrower may, may at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Default or Event in the case of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designationany designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the Borrower shall be in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (and as a condition precedent 7.14 after giving effect to the effectiveness of any such designation, (ii) the Borrower shall be in compliance with Section 7.27 after giving effect to such designation; (iii) in the case of any designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Subsidiary is not an obligor under any Material Indebtedness of any other Loan Party (unless such Subsidiary is being released as an obligor thereunder substantially simultaneously with its designation as an Unrestricted Subsidiary hereunder); (iv) no Unmatured Default under Section 8.2, 8.5 or 8.6 and no Default shall exist after giving effect to such designation; and (v) the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail certificate, signed by the calculations demonstrating such compliance) and (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderchief financial officer, 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 controller or chief accounting officer of the Borrower, for stating its election to make such designation and certifying that the period applicable requirements of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01. the foregoing clauses are satisfied. (b) The designation by the Borrower of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date as provided above shall constitute an Investment by the applicable Loan Party Borrower therein at the date of designation in an amount equal to the fair market value of the applicable Loan PartyBorrower’s investment Investment therein (as determined in good faith by the BorrowerBorrower and the Investment resulting from such designation must otherwise be in compliance with Section 7.14 (as determined at the time of such designation). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time time, and the Borrower shall deliver the materials specified in clauses (i), (ii) a return on any Investment by and (iii) of Section 7.16 concurrently with the applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date effectiveness of such designation of such Loan Party’s Investment in such Subsidiarydesignation. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary7.21. [Reserved].

Designation of Subsidiaries. The Neither Holdings nor the Borrower may, at will (nor will they permit any time from and after of the Closing Date, Restricted Subsidiaries to) designate any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, except that Holdings and the Borrower may designate any Subsidiary (other than the Borrower or Spinco) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, continuing or would result therefrom; (iib) immediately after giving effect to such designation, Holdings and the Borrower Restricted Subsidiaries shall be in compliance with the covenants set forth Financial Covenant, after giving pro forma effect to such designation and the pro forma adjustments described in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c1.07; (c) (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 (iii) if a Restricted no Subsidiary is being may be designated as an Unrestricted Subsidiary hereunder, such for purposes of this Agreement if it is a “Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% ” for the purpose of the Borrower’s Consolidated EBITDA (calculated inclusive Spinco Loan Documents or any Incremental Equivalent Debt, Refinancing Notes or any Refinancing Junior Loans, or any Permitted Refinancing of all Unrestricted Subsidiaries), as any of the most recently ended fiscal quarter of foregoing, unless such Subsidiary is substantially contemporaneously also designated as an “Unrestricted Subsidiary” under the Borrower, for applicable Indebtedness; (d) the period of four 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 applicable Loan Party therein Holdings in such Subsidiary at the date of designation in an amount equal to the fair market value of Holdings’ and the applicable Loan Party’s investment therein Restricted Subsidiaries’ Investments therein; (as determined in good faith by e) the Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the be deemed a new incurrence at the time of designation of any Investment, Indebtedness or and Liens of such Subsidiary existing at such time time; and (iif) a return on any Investment by the applicable Loan Party in Unrestricted Subsidiaries pursuant Holdings shall have delivered to the preceding sentence in an amount equal Agent a certificate executed by a Responsible Officer of Holdings, certifying compliance with the foregoing requirements, as applicable, and with respect to the fair market value at the date of such designation of such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoingforegoing clauses (b), neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary(d) and (e), as applicable, containing reasonably detailed calculations thereof.

Designation of Subsidiaries. The Borrower may, at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.10 7.05 on a Pro Forma Basis pro forma basis in accordance with Section 1.03(c) (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 (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary 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 period of four 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 applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein (as determined in good faith by the Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.