Common use of Designation of Subsidiaries Clause in Contracts

Designation of Subsidiaries. (a) The Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior or immediately after giving effect to such designation; (ii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) 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 6.18; and (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower may at any time after the Closing Date designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior or immediately after giving effect to such designation; (ii) the Borrower shall have delivered Subsidiary by delivering to the Administrative Agent a certificate demonstrating of a Responsible Officer specifying such designation and certifying that after giving effect the conditions to such designation set forth in this Section 6.11 are satisfied; provided that: (a) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the pro forma Consolidated Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; is no greater than 3.00 to 1.00; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (ivc) 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 6.18; and 6.11; (vd) no in the case of a designation of a Restricted Subsidiary that is a Guarantor may as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiarySubsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and ABL Credit Agreement and the Unsecured Notes Indenture (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the ABL Loans or the Unsecured Notes) and in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as a “Restricted Subsidiary” under the ABL Credit Agreement and the Unsecured Notes Indenture (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the foregoing (collectively, “Additional Indebtedness”ABL Loans or the Unsecured Notes). (b) . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount fair market value of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date Borrower’s Investment therein (as determined reasonably determined and in good faith by the Borrowera Responsible Officer). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designationtime. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower Indemnitor may at any time designate any Indemnitor Group Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an a Indemnitor Group Unrestricted Subsidiary or any Indemnitor Group Unrestricted Subsidiary as a Indemnitor Group Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Event of Default or Credit Default shall exist immediately prior have occurred and be continuing or would result from such designation, (b) immediately after giving effect to such designation; (ii) , the Consolidated Total Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of Holdings, is less than 3.00 to 1.00, and the Borrower shall have delivered to the Administrative Agent Indemnitee a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; this clause (iiib) and (c) no Restricted Subsidiary may be designated as an a Indemnitor Group Unrestricted Subsidiary if such Restricted Subsidiary it is (i) a “restricted subsidiary” or a “guarantor” (or any similar designation) for the Senior Notes or any Material Indebtedness that is subordinated in right of its Subsidiaries payment to the Obligations, (Aii) owns Indemnitor or any other Subsidiary that holds, directly or indirectly, any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of in the Borrower or any Restricted Subsidiary or (Biii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) 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 6.18; and (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) Borrower. The designation of any Restricted Subsidiary as an Indemnitor Group Unrestricted Subsidiary shall constitute an Investment by the Borrower in parent company of such Subsidiary on therein under Section 3.04(u) at the date of such designation in an amount equal to the outstanding amount fair market value of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower)parent company’s investment therein. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Indemnitor Group Unrestricted Subsidiary as a Indemnitor Group Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any 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 any Investment in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of any Investment, Indebtedness the Borrower’s or Liens of such Subsidiary existing on such date and its Subsidiary’s (iias applicable) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries Investment in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower Representative may at any time designate or re-designate (x) any Restricted Subsidiary a Designated Real Estate Subsidiary (including a “Real Estate Subsidiary Designation”) or (y) any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Designated Real Estate Subsidiary as a Restricted SubsidiaryLoan Party (a “Subsidiary Redesignation”); provided that (i) immediately before and after such Real Estate Subsidiary Designation or Subsidiary Redesignation, no Default or Event of Default shall exist immediately prior or have occurred and be continuing, (ii) immediately after giving pro forma effect to such designation; Real Estate Subsidiary Designation or Subsidiary Redesignation, (iix) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower would be Representative is in pro forma compliance with a Total Net Leverage Ratio the financial covenants set forth in Sections 6.12, 6.13 and 6.14 and (y) the Line Cap exceeds the aggregate amount of 2.00:1.00 for the applicable Calculation Period; Revolving Credit Exposure, (iii) no Restricted Borrower or Guarantor may be designated as a Designated Real Estate Subsidiary and no Designated Real Estate Subsidiary may own any Floor Plan Unit at any location where any Eligible Floor Plan Unit is located, (iv) no Subsidiary may be designated as an Unrestricted a Designated Real Estate Subsidiary if such Restricted it is a “Subsidiary” for any other Indebtedness, (v) as of the most recent date of designation thereof, no Designated Real Estate Subsidiary or any of its Subsidiaries (A) owns shall own any Equity Interests in any Borrower or any Guarantor or hold any Indebtedness of, or owns or holds any Liens on, Lien on any property of the any Borrower or any Restricted Subsidiary or Guarantor, (Bvi) Guarantees the holder of any Indebtedness of the any Designated Real Estate Subsidiary shall not have any recourse to any Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, each Subsidiary of Guarantor with respect to such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.18; Indebtedness and (vvii) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted a Designated Real Estate Subsidiary unless concurrently with such designationif, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and date of such designation (w) it holds any Restricted Subsidiary consisting of Permitted Additional Secured Indebtednessmaterial franchise or framework agreement or other material agreement with any Manufacturer relating to any Eligible Floor Plan Unit, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any (x) the Consolidated Total Assets of the foregoing Subsidiary being designated, together with the Consolidated Total Assets of all other Designated Real Estate Subsidiaries of Pubco Guarantor, exceeds 25% of Consolidated Total Assets of Pubco Guarantor and its Subsidiaries (collectivelyincluding its Designated Real Estate Subsidiaries), “Additional Indebtedness”). in each case for the Test Period most recently ended for which financial statements have been delivered pursuant to Section 4.01 or Section 5.08 or (by) it holds any Material Intellectual Property. The designation of any Restricted Subsidiary as an Unrestricted a Designated Real Estate Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on applicable Loan Parties therein at the date of such designation in an amount equal to the outstanding amount portion of all Investments by the Borrower and its Restricted Subsidiaries in fair market value of the net assets of such Subsidiary on such date (as reasonably determined by the Borrower). Accordingly, and such designation shall only be permitted only if to the extent such Investment represented thereby would be is permitted under Section 7.03. (c) The designation 6.02). As of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on the date of such designation of any Investmentdesignation, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal Representative shall have delivered to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower or any Restricted SubsidiaryRepresentative certifying compliance with the requirements of this Section 5.22, (ii) Guarantees any Indebtedness including the calculation to demonstrate compliance with the financial covenants set forth in Sections 6.12, 6.13 and 6.14. As of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in Closing Date, the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as Persons listed on Schedule 5.22 attached hereto are each a Restricted Designated Real Estate Subsidiary.

Designation of Subsidiaries. (a) The Borrower may MKS may, at any time from and after the Closing Date, designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed 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 exist immediately prior or immediately after giving effect to such designation; have occurred and be continuing, (ii) with respect to any such designation of any Subsidiary or Subsidiaries as Unrestricted Subsidiary whose assets included immediately before such designation in the Borrower Borrowing Base represent at least 5% of the Borrowing Base immediately before such designation, the Payment Conditions are met (and as a condition precedent to the effectiveness of any such designation, MKS shall have delivered deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating that after giving effect to such designation on a Pro Forma Basiscompliance), the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) no if a Restricted Subsidiary may be is being designated as an Unrestricted Subsidiary if hereunder, such Restricted Subsidiary or any Subsidiary, together with all other Unrestricted Subsidiaries as of its Subsidiaries such date of designation, must not have contributed greater than 10% of MKS’s Consolidated EBITDA (A) owns any Equity Interests or Indebtedness ofcalculated inclusive of all Unrestricted Subsidiaries), or owns or holds any Liens on, any property as of the Borrower or any Restricted Subsidiary or most recently ended fiscal quarter of MKS, for the period of four (B4) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01 and (iv) in each Subsidiary designated as a “Restricted Subsidiary” under the case of a designation of Term Facility shall be designated as 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 6.18; and (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) hereunder. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower in such Subsidiary on applicable Loan Party therein at the date of such designation in an amount equal to the outstanding amount fair market value of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date applicable Loan Party’s investment therein (as reasonably determined in good faith by the BorrowerMKS). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date time and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments any Investment by the Borrower and its Restricted applicable Loan Party in Unrestricted Subsidiaries in such Subsidiary pursuant to the preceding sentence in an amount equal to the outstanding amount of all such Investments in such Subsidiary on fair market value at the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness ofdesignation of such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases MKS shall not be permitted to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower may at any time after the Closing Date designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior or immediately after giving effect to such designation; (ii) the Borrower shall have delivered Subsidiary by delivering to the Administrative Agent a certificate demonstrating 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: (a) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b) after giving effect to such designation on a Pro Forma Basis(and clause (c) below), the Borrower would be is in compliance with a Total Net the financial covenant set forth in Section 7.1 of the Term Loan Credit Agreement (or prior to the first testing of such financial covenant, the pro forma Consolidated Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; Applicable Reference Period is no greater than 4.50 to 1.00; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (ivc) 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 6.18; and 6.11; (vd) no in the case of a designation of a Restricted Subsidiary that is a Guarantor may as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiarySubsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Loan Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the Term Loans) and in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as a “Restricted Subsidiary” under the Term Loan Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the foregoing (collectively, “Additional Indebtedness”Term Loans). (b) . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount fair market value of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date Borrower’s Investment therein (as determined reasonably determined and in good faith by the Borrowera Responsible Officer). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designationtime. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower Company may at any time and from time to time after the Amendment No. 1 Effective Date designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) of the Company 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 Event of Default shall exist immediately prior or immediately after giving effect to such designation; have occurred and be continuing, (ii) in the Borrower case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary and at the time of such designation, the Payment Conditions shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basisbeen satisfied, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary it or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property is a “Restricted Subsidiary” for the purpose of the Borrower or Term Loan Credit Agreement (including any Debt incurred in lieu of Debt under the Term Loan Credit Agreement in the form of “incremental equivalent debt” permitted to be incurred under the Term Loan Credit Agreement as in effect on the Amendment No. 1 Effective Date), (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall comply with the provisions of Section 7.08 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary, (vi) no Borrower, Specified Pledgor or first tier Foreign Subsidiary may be designated an Unrestricted Subsidiary and (Bvii) Guarantees any Indebtedness in the case of the Borrower designation of any Subsidiary as an Unrestricted Subsidiary, each of (x) the Subsidiary to be so designated and (y) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Debt pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary (other than deferred purchase price arrangements Equity Interests in the ordinary course of business); (iv) 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 6.18; and (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the incurrence at the time of designation of any Investment, Debt or Liens of such Subsidiary and its Subsidiaries existing at such time and (y) a return on any Investment by the Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries Company’s Investment in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower Holdings may at any time after the Closing Date designate (or re-designate) any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior except to the extent such designation (or immediately after giving effect to such re-designation; ) is made utilizing Section 6.6(x), the Payment Conditions have been satisfied, (ii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such it is a “Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property Subsidiary” for purposes of the Borrower or Second Lien Secured Notes Documents, (iii) immediately after giving effect to any such designation, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); Holdings, and (iv) in the case of event that a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, each Subsidiary of such Subsidiary has been, or concurrently therewith will be, Loan Party is designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and (v) no or re-designated from a Restricted Subsidiary that is a Guarantor may be designated as to an Unrestricted Subsidiary unless concurrently with Subsidiary) then Borrowers shall have, prior to such designationdesignation or re-designation (as the case may be), such Restricted Subsidiary is designated as delivered to Agent an “unrestricted subsidiary” under any Indebtedness updated Borrowing Base Certificate that reflects the removal of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of applicable assets from the foregoing (collectively, “Additional Indebtedness”). (b) Borrowing Base. The designation of any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on Holdings therein at the date of such designation in an amount equal to the outstanding amount portion of all Investments by the Borrower and its fair market value of the net assets of such Restricted Subsidiaries in such Subsidiary on such date attributable to Holdings’ equity interest therein (whether direct or indirect) as reasonably determined estimated by the Borrower). Accordingly, Holdings (and such designation shall only be permitted only if to the extent such Investment represented thereby would be is permitted under Section 7.03. (c) 6.6). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence on or granting as applicable, at the date time of such designation of any then-existing Investment, Indebtedness or Liens Lien of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees as applicable; provided that upon any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Holdings shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) Holdings’ “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 Holdings’ equity therein (whether direct or indirect) as reasonably estimated by the Borrowers at the time of such re-designation.

Designation of Subsidiaries. (a) The Parent Borrower may at any time after the Closing Date designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior or immediately after giving effect to such designation; (ii) the Borrower shall have delivered Subsidiary by delivering to the Administrative Agent a certificate demonstrating 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: (a) both immediately before and immediately after any such designation, no 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, Basis with the Borrower would be financial covenants set forth in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; Section 7.1; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (ivc) 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 6.186.11; and and (vd) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with after giving effect to such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness (i) the assets of all Unrestricted Subsidiaries in the aggregate are no more than 5.0% of Consolidated Total Assets of the Parent Borrower and any its Restricted Subsidiary consisting Subsidiaries for the Applicable Reference Period, calculated on a Pro Forma Basis and (ii) the Consolidated EBITDA of Permitted Additional Secured Indebtednessall Unrestricted Subsidiaries (calculated as if the definition of Consolidated EBITDA applied to Unrestricted Subsidiaries, Permitted Additional Unsecured Indebtednessmutatis mutandis) equals, Permitted Additional Secured Acquisition Indebtednessin the aggregate, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any no more than 5.0% of the foregoing (collectivelyConsolidated EBITDA of the Parent Borrower and its Restricted Subsidiaries for the Applicable Reference Period, “Additional Indebtedness”). (b) calculated on a Pro Forma Basis. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount fair market value of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date Parent Borrower’s Investment therein (as determined reasonably determined and in good faith by the Borrowera Responsible Officer). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designationtime. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower Company may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall exist immediately prior or have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation; , the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (ii) and, as a condition precedent to the Borrower effectiveness of any such designation, the Company shall have delivered deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating that after giving effect to such designation on a Pro Forma Basiscompliance), the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iiic) no Restricted Subsidiary Borrower may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries Subsidiary, (Ad) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an case determined without regard to any Excluded Unrestricted Subsidiary in accordance with this Section 6.18; at any time after such Person becomes a Subsidiary, and (ve) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such if it is a “Restricted Subsidiary is designated as an “unrestricted subsidiarySubsidiary” under any Indebtedness of for the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect purpose of any of the foregoing (collectively, “Additional Permitted Subordinated Indebtedness”). (b) . The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on applicable Restricted Companies therein at the date of such designation in an amount equal to the outstanding amount of all Investments by net book value (or, in the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation case of any Unrestricted Subsidiary as guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary shall constitute on any date after the Restatement Effective Date (i) the incurrence on the date including by redesignation of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05.

Designation of Subsidiaries. (a) The Parent Borrower may at any time after the Closing Date designate (or subsequently re-designate) any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior or immediately after giving effect to such designation; (ii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that before and after giving effect to such designation on a Pro Forma Basis, the Borrower would no Event of Default under Section 11.1 or 11.5 (with respect to a Borrower) shall have occurred and be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) 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 6.18; and (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) continuing. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the each relevant Borrower in such or Restricted Subsidiary on therein at the date of such designation in an amount equal to the outstanding amount Fair Market Value of all Investments the net assets of such Subsidiary attributable to each such Person’s equity Investment therein as determined by the Borrower and its Restricted Subsidiaries in good faith; 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 “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary on such date (as reasonably determined by the Borrower). Accordinglyshall not be taken into account, such designation and shall be permitted only if excluded, in determining whether the Investment represented thereby would Subject Subsidiary may be permitted under Section 7.03. (c) designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and time (as applicable), (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments any Investment by the Borrower and its each relevant Restricted Subsidiaries Subsidiary in such Subsidiary pursuant to the preceding sentence in an amount equal to the outstanding amount Fair Market Value as of all such Investments in such Subsidiary on the date of such designation. designation of the net assets of such Subsidiary attributable to each such Person’s equity Investment in such Subsidiary as determined by the Parent Borrower in good faith and (diii) If at any time any the formation or acquisition of a Restricted Subsidiary for purposes of Section 9.11. Notwithstanding anything to the contrary in this Agreement, (x) the Parent Borrower shall not designate as an Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary that owns Material IP at the time of designation and (other than deferred purchase price arrangements y) the Parent Borrower and its Restricted Subsidiaries shall not consummate any transfer of title (or transfer of similar effect) of Material IP to any Unrestricted Subsidiary. For purposes of the preceding sentence, any transfer of title (or transfer of similar effect) with respect to Material IP shall not be deemed or interpreted to include a transfer in the ordinary course form of businessa non-exclusive intellectual property license or any intellectual property license that is only exclusive with respect to a particular type or field (or types or fields) of usage or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiarycertain territory or group of territories.

Designation of Subsidiaries. Subject to Section 9.9, the Company may designate or redesignate any Unrestricted Subsidiary of the Reporting Entity as a Restricted Subsidiary and may designate or redesignate any Restricted Subsidiary of the Reporting Entity as an Unrestricted Subsidiary; provided that: (a) The Borrower may the Company shall have given not less than 10 days’ prior written notice to the holders of the Notes that a Senior Financial Officer has made such determination; (b) at any the time designate any of such designation or redesignation and immediately after giving effect thereto, no Default or Event of Default would exist; (c) in the case of the designation of a Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) of the Reporting Entity as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any capital stock of the Reporting Entity or any Restricted Subsidiary and (ii) such designation shall be deemed a sale of assets and would be permitted by the provisions of Section 10.5; (d) in the case of the designation of an Unrestricted Subsidiary of the Reporting Entity as a Restricted Subsidiary; provided that Subsidiary and after giving effect thereto: (i) no Event all outstanding Debt of Default shall exist immediately prior or immediately after giving effect to such designation; Restricted Subsidiary so designated would be permitted within the applicable limitations of Section 10.2 and (ii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to all existing Liens of such designation on a Pro Forma Basis, the Borrower Restricted Subsidiary so designated would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for permitted within the applicable Calculation Period; limitations of Section 10.3 (iiiother than Section 10.3(h), notwithstanding that any such Lien existed as of the Closing Date); (e) no in the case of the designation of a Restricted Subsidiary may be of the Reporting Entity as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the Closing Date have previously been designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries more than twice; and (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (ivf) in the case of a the designation of an Unrestricted Subsidiary of the Reporting Entity as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the Closing Date have previously been designated as a Restricted Subsidiary more than twice. Notwithstanding the foregoing or anything herein to the contrary, each Subsidiary of the Reporting Entity shall be a Restricted Subsidiary unless the Company has designated it 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 6.18; and (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Parent Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed 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 exist immediately prior or immediately after giving effect to such designation; have occurred and be continuing, (ii) the Borrower shall have delivered no Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower would be any Group Member (other than usual and customary carve out matters in compliance connection with a Total Net Leverage Ratio receivables or similar securitization for which the Parent Borrower provides an unsecured guarantee with respect to fraud, misappropriation, breaches of 2.00:1.00 representations and warranties and misapplication for which no claim for payment or performance thereof has been made that would constitute a liability of the applicable Calculation Period; Parent Borrower in accordance with GAAP), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or it was previously designated an Unrestricted Subsidiary; provided that any Restricted Subsidiary designated as an Unrestricted Subsidiary prior to or (B) Guarantees any Indebtedness as of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a designation of Amendment and Restatement Effective Date may be redesignated as a Restricted Subsidiary after the Amendment and Restatement Effective Date and subsequently as an Unrestricted Subsidiary, each Subsidiary of but no further redesignations with respect to such Subsidiary has beenshall be permitted, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and (viv) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently 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 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 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 Restricted Subsidiary is 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 7.5% 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 7.5% 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” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”)Unrestricted Subsidiary. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower in such Subsidiary on therein, at the date of such designation in an amount equal to the outstanding amount fair market value of all Investments the Parent Borrower’s investment therein as determined in good faith by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by board of directors of the Parent Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall, at the time of such designation, constitute the incurrence of any Indebtedness of or Liens on such Subsidiary existing at such time. Upon a redesignation of any Subsidiary as a Restricted Subsidiary, the Investments of the Parent Borrower in Unrestricted Subsidiaries shall constitute 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 or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such 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 Amendment and Restatement Effective Date, Unrestricted Subsidiaries have, in the aggregate, (i) total assets at such day equal to or greater than 7.5% of the incurrence on 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 7.5% 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 designation of any InvestmentUnrestricted Subsidiaries as Restricted Subsidiaries in accordance with Section 6.13(a) such that, Indebtedness or Liens following such designation(s), Unrestricted Subsidiaries have, in the aggregate (i) total assets at the last day of such Subsidiary existing on Reference Period of less than 7.5% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date and (ii) for purposes total revenues during such Reference Period of calculating less than 7.5% of the outstanding amount consolidated revenues of Investments by the Parent Borrower and its Restricted Subsidiaries for such period, in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries each case determined in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designationaccordance with GAAP. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower Company may at designate any time Subsidiary to be a Restricted Subsidiary and may designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as to be an Unrestricted Subsidiary or any Unrestricted by giving written notice to each holder of Notes that the Board of Directors of the Company has made such designation, provided, however, that no Subsidiary as may be designated a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior or immediately after giving effect to such designation; (ii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) Subsidiary and no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if unless, at the time of such Restricted Subsidiary or any of its Subsidiaries action and after giving effect thereto, (Ai) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) solely in the case of a designation of a Restricted Subsidiary as being designated 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 6.18; and (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is being designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an not have any continuing Investment by in the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower Company or any Restricted Subsidiary, (ii) Guarantees any Indebtedness no Default or Event of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or Default shall exist, and (iii) ceases the Company would be permitted to be an “unrestricted subsidiary” incur at least $1.00 of additional Funded Debt under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as provisions of Section 10.1(c) owing to a Person other than a Restricted Subsidiary. Any Restricted Subsidiary which has been designated an Unrestricted Subsidiary and which has then been designated a Restricted Subsidiary again, in each case in accordance with the provisions of the immediately preceding sentence shall not at any time thereafter be an Unrestricted Subsidiary. Any Unrestricted Subsidiary which has been designated a Restricted Subsidiary and which has then been designated an Unrestricted Subsidiary again, in each case in accordance with the provisions of the first sentence of this Section 10.11 shall not at any time thereafter be a Restricted Subsidiary. Notwithstanding the foregoing, the Company shall not permit any Subsidiary incorporated under the laws of Mexico or any State thereof to be designated a Restricted Subsidiary unless, after giving effect to such designation, the total assets of all Restricted Subsidiaries incorporated under the laws of Mexico or any State thereof (in the aggregate), as of the last day of the immediately preceding fiscal quarter, would not exceed 10% of Consolidated Total Assets as of such date, in each case as reflected in the most recent annual or quarterly financial statements of the Company and its Subsidiaries.

Designation of Subsidiaries. (a) The Borrower Company may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) other than in the case of the designation of a Joint Venture in existence on the Closing Date that thereafter becomes a Subsidiary (an "EXCLUDED UNRESTRICTED SUBSIDIARY"), immediately before and after such designation, no Event of Default shall exist immediately prior or have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation; , the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (ii) and, as a condition precedent to the Borrower effectiveness of any such designation, the Company shall have delivered deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating that after giving effect to such designation on a Pro Forma Basiscompliance), the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iiic) no Restricted Subsidiary Borrower may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries Subsidiary, (Ad) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an case determined without regard to any Excluded Unrestricted Subsidiary in accordance with this Section 6.18; at any time after such Person becomes a Subsidiary, and (ve) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such if it is a "Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of Subsidiary" for the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect purpose of any of the foregoing (collectively, “Additional Permitted Subordinated Indebtedness”). (b) . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on applicable Restricted Companies therein at the date of such designation in an amount equal to the outstanding amount of all Investments by net book value (or, in the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation case of any Unrestricted Subsidiary as guarantee or similar Investment, the amount) of the Restricted Companies' Investments therein. If any Person becomes a Restricted Subsidiary shall constitute on any date after the Closing Date (i) the incurrence on the date including by redesignation of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05.

Designation of Subsidiaries. (a) The Borrower FNIS may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) other than in the case of the designation of (x) a Joint Venture in existence on the Amendment No. 1 Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall exist immediately prior or have occurred and be continuing, (ii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation; , FNIS and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (ii) and, as a condition precedent to the Borrower effectiveness of any such designation, FNIS shall have delivered deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating that after giving effect to such designation on a Pro Forma Basiscompliance), the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) no Restricted Subsidiary neither the Borrower nor any borrower under the FNIS Credit Agreement may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness ofSubsidiary, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (1) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (2) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an case determined without regard to any Excluded Unrestricted Subsidiary in accordance with this Section 6.18; at any time after such Person becomes a Subsidiary, and (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such if it is a “Restricted Subsidiary is designated as an “unrestricted subsidiarySubsidiary” under any Indebtedness of for the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect purpose of any of the foregoing (collectively, “Additional Permitted Subordinated Indebtedness”). (b) . The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on applicable Restricted Companies therein at the date of such designation in an amount equal to the outstanding amount of all Investments by net book value (or, in the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation case of any Unrestricted Subsidiary as guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary shall constitute on any date after the Amendment No. 1 Effective Date (i) the incurrence on the date including by redesignation of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.3, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.5.

Designation of Subsidiaries. The board of directors (aor similar governing body) The Borrower of the Parent may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed 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 exist immediately prior have occurred and be continuing, (b) immediatelyas of the end of or immediately for any such most recent period of four consecutive Fiscal Quarters, after giving effect to such designation; (ii) , the Borrower Total Adjusted Net Leverage Ratio shall have delivered not exceed the Applicable Total Adjusted Net Leverage Ratio with respect to the Administrative Agent a certificate demonstrating that after giving effect to Fiscal Quarter of the Parent most recently ended as of the time of such designation on a Pro Forma Basispro forma basis (and each other designation of an Unrestricted Subsidiary prior thereto), the Borrower would consolidated total assets of all Unrestricted Subsidiaries shall not exceed 5% of the consolidated total assets of the Parent and the Restricted Subsidiaries, (c) no Subsidiary may be in compliance with designated as an Unrestricted Subsidiary if it is a Total Net Leverage Ratio of 2.00:1.00 “Restricted Subsidiary” for the applicable Calculation Period; purpose of the HFOTCO Credit Documents or any other Indebtedness, (iiid) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries it was previously designated an Unrestricted Subsidiary, (Ae) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a designation of a Restricted Subsidiary Obligor may not be designated 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 6.18; and (vf) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with if such designationSubsidiary, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under or any of its Subsidiaries, has incurred, created, assumed or become liable for any Indebtedness of the Borrower and pursuant to which any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of holder thereof has recourse to any of the assets of the Parent or any Restricted Subsidiary, and no Unrestricted Subsidiary may, at any time, incur, create, assume or be liable for any Indebtedness pursuant to which any holder thereof has recourse to any of the assets of the Parent or any Restricted Subsidiary, (g) the Parent and the Obligor shall deliver to Administrative Agent at least five Business Days prior to such designation a certificate of ▇▇▇ Responsible Officer of the Obligor, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (collectivelya) through (f) of this Section 5.17 and, if applicable, certifying that such Subsidiary meets the requirements of an “Additional Indebtedness”). Unrestricted Subsidiary” and (bh) at least five Business Days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Bondholders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act, with respect to such Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on Parent therein at the date of such designation in an amount equal to the outstanding fair market value of the Parent’s Investment therein; provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Parent 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 all (A) the fair market value of Investments by of the Borrower Parent and its the Restricted Subsidiaries in such Unrestricted Subsidiary on at the time of such date redesignation, combination or transfer (or of the assets transferred or conveyed, as reasonably determined by applicable) and (B) the Borrower)fair market value of Investments of the Parent and the Restricted Subsidiaries made in connection with the designation of such Subsidiary as an Unrestricted Subsidiary minus (ii) the portion (proportionate to the Parent’s and the Restricted Subsidiaries’ Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designationtime. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) other than in the case of the designation of (x) a Joint Venture in existence on the Closing Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall exist immediately prior or have occurred and be continuing, (b) other than in the case of the designation of an Excluded Unrestricted Subsidiary, immediately after giving effect to such designation; , the Borrower and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.09 (ii) and, as a condition precedent to the effectiveness of any such designation, the Borrower shall have delivered deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating that after giving effect to such designation on a Pro Forma Basiscompliance), the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iiic) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 5% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the aggregate Investments made by Restricted Companies in Unrestricted Subsidiaries would exceed the sum of (x) $50,000,000 plus (y) the aggregate amount of any cash repayment of or return on such Investments theretofore received by Restricted Companies after the Closing Date, in each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an case determined without regard to any Excluded Unrestricted Subsidiary in accordance with this Section 6.18; at any time after such Person becomes a Subsidiary, and (vd) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such if it is a “Restricted Subsidiary is designated as an “unrestricted subsidiarySubsidiary” under any Indebtedness of for the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect purpose of any of the foregoing (collectively, “Additional Permitted Subordinated Indebtedness”). (b) . The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on applicable Restricted Companies therein at the date of such designation in an amount equal to the outstanding amount of all Investments by net book value (or, in the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation case of any Unrestricted Subsidiary as guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary shall constitute on any date after the Closing Date (i) the incurrence on the date including by redesignation of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05.

Designation of Subsidiaries. (a) The Parent Borrower may at any time after the Closing Date designate (or re-designate) any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) as of the date of the designation thereof, no Event Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of Default shall exist immediately prior the Parent Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary simultaneously with the aforementioned designation in accordance with the terms of this ‎Section 5.10) or immediately after giving effect hold any Indebtedness of or any Lien on any property of the Parent Borrower or its Restricted Subsidiaries (unless the Parent Borrower or such Restricted Subsidiary is permitted hereunder to incur such designation; Indebtedness or grant such Lien) and (ii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) no Restricted Subsidiary may shall be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) subsidiary owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of Material Intellectual Property at the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, each Subsidiary time of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and designation (v) no Restricted Subsidiary provided that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”shall not apply to Circle JV and/or Block 21). (b) . The designation of any Restricted Subsidiary subsidiary (other than a subsidiary listed on Schedule 5.10) as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower in such Subsidiary on (or its applicable Restricted Subsidiary) therein at the date of such designation in an amount equal to the outstanding amount portion of all Investments the fair market value of the net assets of such subsidiary attributable to the Parent Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as estimated by the Parent Borrower in good faith (and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower). Accordingly, such designation shall only be permitted only to the extent such Investment is permitted under ‎Section 6.06); 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 “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment represented thereby would of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be permitted under Section 7.03. (c) 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 making, incurrence on or granting, as applicable, at the date time of such designation of any then-existing Investment, Indebtedness or Liens Lien of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiariessubsidiary, as applicable; provided that upon a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Parent Borrower or its applicable 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 Parent Borrower’s or such Restricted Subsidiary’s “Investment” in such Unrestricted Subsidiary at the time of such re-designation less (b) the portion of the fair market value of the net assets of such Unrestricted Subsidiary attributable to the Parent Borrower’s or such Restricted Subsidiary’s equity therein at the time of such re-designation. As of the Closing Date, the subsidiaries listed on Schedule ‎5.10 hereto have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. (a) The Borrower may at any time after the Closing Date designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior or immediately after giving effect to such designation; (ii) the Borrower shall have delivered Subsidiary by delivering to the Administrative Agent a certificate demonstrating of a Responsible Officer specifying such designation and certifying that after giving effect the conditions to such designation on a Pro Forma Basisset forth in this Section 6.11 are satisfied; provided that: (a) both immediately before and immediately after any such designation, the Borrower would no Event of Default shall have occurred and be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; continuing; (iiib) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries [reserved]; (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (ivc) 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 6.18; and 6.11; (vd) no in the case of a designation of a Restricted Subsidiary that is a Guarantor may as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiarySubsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and ABL Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the ABL Loans) and in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as a “Restricted Subsidiary” under the ABL Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the foregoing (collectively, “Additional Indebtedness”ABL Loans). (b) . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount fair market value of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date Borrower’s Investment therein (as determined reasonably determined and in good faith by the Borrowera Responsible Officer). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designationtime. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Parent Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Parent Borrower (including excluding any existing Subsidiary and any newly-acquired or newly-formed SubsidiaryBorrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall exist immediately prior or have occurred and be continuing, (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 Financing, immediately after giving effect to such designation; (ii) , the Parent Borrower shall have delivered be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 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 Parent Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating that after giving effect to such designation on a Pro Forma Basiscompliance), the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it would be a “Restricted Subsidiary Subsidiary” for the purpose of the Senior Notes, 2020 Notes or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); Junior Financing and (iv) 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 6.18; and (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is if it was previously designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower in such Subsidiary on therein at the date of such designation in an amount equal to the outstanding amount of all Investments fair market value as determined in good faith by the Parent Borrower and of the Parent Borrower’s or its Restricted Subsidiaries in such Subsidiary on such date Subsidiary’s (as reasonably determined by the Borrower)applicable) Investment therein. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date time and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments any Investment by the Parent Borrower and its Restricted in Unrestricted Subsidiaries in such Subsidiary pursuant to the preceding sentence in an amount equal to the outstanding amount of all such Investments fair market value as determined in such Subsidiary on good faith by the Parent Borrower at the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property designation of the Borrower Parent Borrower’s or any Restricted its Subsidiary, ’s (iias applicable) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements Investment in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The board of directors of the Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed 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 exist immediately prior or immediately after giving effect to such designation; have occurred and be continuing, (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to any Group Member, (ii) 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 it is party to any agreement or contract with any Group Member, unless the Borrower shall have delivered terms of such agreement are no less favorable to the Administrative Agent a certificate demonstrating applicable Group Member than those that after giving effect to such designation on a Pro Forma Basismight be obtained from an unaffiliated third-party, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iiiv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary is a Person with respect to which any Group Member has any direct or any of its Subsidiaries indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition, (Avi) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted no Disregarded Domestic Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a designation of a Restricted Subsidiary as may be designated an Unrestricted Subsidiary, each (vii) no Subsidiary of such Subsidiary has been, or concurrently therewith will be, may be designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and if after giving effect to such designation, the Consolidated Total Net Leverage Ratio (vcalculated disregarding the proceeds of any Indebtedness incurred on such date) as of such date would exceed 3.00 to 1.00, (viii) for so long as the Second Lien Credit Agreement is outstanding, no Restricted Subsidiary that is a Guarantor may be (x) designated as an Unrestricted Subsidiary hereunder unless concurrently with such designation, such it simultaneously becomes an “Unrestricted Subsidiary” under the Second Lien Credit Agreement and (y) designated a Restricted Subsidiary is designated as an hereunder unless it simultaneously becomes a “unrestricted subsidiaryRestricted Subsidiary” under the Second Lien Credit Agreement and (ix) no Unrestricted Subsidiary may engage in any Indebtedness transaction described in Section 7.8 (with respect to the prepayment of any Indebtedness) if the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness is prohibited from engaging in respect of any of the foregoing (collectively, “Additional Indebtedness”)such transaction. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on therein, at the date of such designation in an amount equal to the outstanding amount fair market value of all Investments the Borrower’s investment therein as determined in good faith by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by board of directors of the Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall shall, at the time of such designation, constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes time. Upon a redesignation of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted 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 (a) the Borrower’s Investment in such Subsidiary at the time of such redesignation less (b) the fair market value of the net assets of such Subsidiary at the time of such redesignation. Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the board of directors of the Borrower.

Designation of Subsidiaries. (a) The Borrower Company may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior or immediately after giving effect to such designation; (ii) the Borrower Company shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower Company would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation PeriodPayment Conditions; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower Company or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower Company or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) 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 6.18; and (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower Company and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Indebtedness and Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Company in such Subsidiary on the date of such designation in an amount equal to the outstanding amount of all Investments by the Borrower Company and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the BorrowerCompany). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower Company and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower Company and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower Company or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower Company or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower Company shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) no Default or Event of Default shall exist immediately prior or immediately after giving effect to such designation; (iib) the Borrower shall have delivered to the Administrative Agent a certificate Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower Loan Parties would be in compliance with a Total Net Leverage Ratio the financial covenants in Article VI measured as of 2.00:1.00 the last day of the most recently ended Fiscal Quarter for the applicable Calculation Periodwhich financial statements are required to have been delivered hereunder; (iiic) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (Ai) owns any Equity Interests equity interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower Holdings or any Restricted Subsidiary or (Bii) Guarantees any Indebtedness of the Borrower Holdings or any Restricted Subsidiary (other than deferred purchase price arrangements after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the ordinary course of business); (iv) in the case of a designation of a Restricted such Subsidiary as an Unrestricted Subsidiary, each ); (d) any Unrestricted Subsidiary of such that has been re-designated as a Restricted Subsidiary has been, or concurrently therewith will be, may not subsequently be re-designated as an Unrestricted Subsidiary in accordance with this Section 6.18Subsidiary; and (ve) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently concurrent with such designation, designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment (which must be an Investment permitted pursuant to Section 7.4) by its direct parent (whether the Borrower or a Restricted Subsidiary) in such Subsidiary on the date of such designation in an amount equal to the outstanding amount of all Investments by Holdings, the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03date. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by Holdings, the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by Holdings, the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings, the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of Holdings, the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” (or otherwise becomes subject to the covenants) under any Additional Indebtedness, then the Borrower shall, concurrently concurrent therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary. Notwithstanding any of the definitions or covenants contained in this Agreement to the contrary, Holdings and the Borrower will not, and will not permit any Restricted Subsidiary to, consummate any transaction that results in the transfer (whether by way of any Restricted Payment, Investment, or any sale, conveyance, transfer, or other disposition, or a designation of a Subsidiary as an Unrestricted Subsidiary or of an Unrestricted Subsidiary as a Subsidiary, and whether in a single transaction or a series of related transactions) of material intellectual property rights (including patents, trademarks, service marks, tradenames, copyrights, proprietary leasing records and systems and other intellectual property) from Holdings, the Borrower or any Restricted Subsidiary to any Unrestricted Subsidiary. Except as expressly set forth herein, Unrestricted Subsidiaries will not be subject to any of the covenants set forth in this Agreement.

Designation of Subsidiaries. (a) The Borrower may at any time after the Closing Date designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior or immediately after giving effect to such designation; (ii) the Borrower shall have delivered Subsidiary by delivering to the Administrative Agent a certificate demonstrating of a Responsible Officer specifying such designation and certifying that after giving effect the conditions to such designation on a Pro Forma Basisset forth in this Section 6.11 are satisfied; provided that: (a) both immediately before and immediately after any such designation, the Borrower would no Event of Default shall have occurred and be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; continuing; (iiib) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries [reserved]; (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (ivc) 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 6.18; and 6.11; (vd) no in the case of a designation of a Restricted Subsidiary that is a Guarantor may as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiarySubsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Loan Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the Term Loans) and in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as a “Restricted Subsidiary” under the Term Loan Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the foregoing (collectively, “Additional Indebtedness”Term Loans). (b) . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount fair market value of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date Borrower’s Investment therein (as determined reasonably determined and in good faith by the Borrowera Responsible Officer). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designationtime. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower A Primary Financial Officer may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall exist immediately prior or immediately after giving effect to such designation; have occurred and be continuing, (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if the Borrower shall have delivered or any Restricted Subsidiary has any Contingent Obligation (other than Deferred Equity Contribution Obligations) with respect to the Administrative Agent a certificate demonstrating that after giving effect to any Indebtedness or other obligations of such designation on a Pro Forma Basis, Subsidiary (and the Borrower would be in compliance and its Restricted Subsidiaries will not have any Contingent Obligation (other than Deferred Equity Contribution Obligations) with a Total Net Leverage Ratio respect to any Indebtedness or other obligations of 2.00:1.00 for the applicable Calculation Period; any Unrestricted Subsidiary at any time), (iii) the designation of any Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary may not be changed on more than two occasions, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is party to any agreement or contract with the Borrower or any Restricted Subsidiary, unless the terms of such agreement are no less favorable to the Borrower or Restricted Subsidiary, as applicable, than those that might be obtained from an unaffiliated third-party, (v) other than Deferred Equity Contribution Obligations, no Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of is a Person with respect to which the Borrower or any Restricted Subsidiary has any direct or (B) Guarantees indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition or otherwise has any Contingent Obligation with respect to such Subsidiary or any of its Indebtedness of or other obligations, and neither the Borrower or nor any Restricted Subsidiary will have any direct or indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition or otherwise have any Contingent Obligation with respect to such Subsidiary or any of its Indebtedness or other obligations at any time after such designation, (other than deferred purchase price arrangements in the ordinary course of business); vi) for so long as any Senior Note is outstanding, no Subsidiary may be (ivx) in the case of a designation of designated an Unrestricted Subsidiary hereunder unless it simultaneously becomes an “Unrestricted Subsidiary” under all Senior Notes and (y) designated a Restricted Subsidiary as an Unrestricted hereunder unless it simultaneously becomes a “Restricted Subsidiary” under the Senior Notes, each Subsidiary (vii) at such time and immediately after giving effect thereto the Borrower would be permitted to incur at least $1.00 of such Subsidiary has beenadditional Priority Debt, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and (vviii) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with immediately after giving effect to such designationdesignation and at all times thereafter, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness the ratio of the Borrower and any Restricted Subsidiary consisting consolidated total assets of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by to the Borrower). Accordingly, such designation shall be permitted only if consolidated total assets of the Investment represented thereby would be permitted under Section 7.03. (c) The designation Borrower and its Subsidiaries and the ratio of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on the date consolidated net income of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by to the consolidated net income of the Borrower and its Restricted Subsidiaries (in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary each case based on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness ofmost recent four consecutive Fiscal Quarters, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (and calculated on a pro forma basis as if all payments and other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases contributions to be an “unrestricted subsidiary” made under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiaryall Deferred Equity Contribution Obligations were fully funded and contributed) shall be not less than 0.

Designation of Subsidiaries. (a) The Parent Borrower may at any time designate any Restricted Subsidiary subsidiary (including any existing Subsidiary subsidiary and any newly-newly acquired or newly-newly formed Subsidiarysubsidiary, but excluding any Foreign Subsidiary Borrower) as to be an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior or immediately after giving effect to unless such designation; (ii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary subsidiary or any of its Subsidiaries (A) subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Liens Lien on, any property of of, the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Parent Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in solely any Unrestricted Subsidiary of the ordinary course of businesssubsidiary to be so designated); 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 Parent Borrower; (ii) such designation complies with the covenants described in Section 6.03(c); (iii) no Event of Default shall have occurred and be continuing; and (iv) in each of: (I) the case subsidiary to be so designated; and (II) its subsidiaries has not at the time of a designation designation, and does not thereafter, incur any Indebtedness pursuant to which the lender has recourse to any of a the assets of the Parent Borrower or any Restricted Subsidiary as an Unrestricted Subsidiary. Furthermore, each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and (v) no Restricted Subsidiary that is a Guarantor subsidiary may be designated as an Unrestricted Subsidiary hereunder unless concurrently with such designation, such Restricted Subsidiary it is also designated as an “unrestricted subsidiaryUnrestricted Subsidiary” under any Indebtedness for purposes of the Borrower and Existing Senior Notes or any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”)Junior Financing. (b) The designation of Parent Borrower may designate any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount of all Investments by the Borrower and its be a Restricted Subsidiaries in such Subsidiary on such date Subsidiary; provided that, (as reasonably determined by the Borrower). Accordingly, i) such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary subsidiary existing on at such date time and (iiy) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments any Investment by the Parent Borrower and its Restricted in Unrestricted Subsidiaries in such Subsidiary pursuant to the preceding sentence in an amount equal to the outstanding amount of all such Investments fair market value as determined in such Subsidiary on good faith by the Parent Borrower at the date of such designation and (ii) immediately after giving effect to such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens onno Event of Default shall have occurred and be continuing and either, any property in each case on a pro forma basis taking into account such designation. Any such designation by the Parent Borrower shall be notified by the Parent Borrower to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the board of directors of the Parent Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiaryforegoing provisions.

Designation of Subsidiaries. (a) The Parent Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed 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 exist immediately prior or immediately after giving effect to such designation; have occurred and be continuing, (ii) the Borrower shall have delivered no Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower would be any Group Member (other than usual and customary carve out matters in compliance connection with a Total Net Leverage Ratio receivables or similar securitization for which the Parent Borrower provides an unsecured guarantee with respect to fraud, misappropriation, breaches of 2.00:1.00 representations and warranties and misapplication for which no claim for payment or performance thereof has been made that would constitute a liability of the applicable Calculation Period; Parent Borrower in accordance with GAAP), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or it was previously designated an Unrestricted Subsidiary; provided that any Restricted Subsidiary designated as an Unrestricted Subsidiary prior to or (B) Guarantees any Indebtedness as of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a designation of Closing Date may be redesignated as a Restricted Subsidiary after the Closing Date and subsequently as an Unrestricted Subsidiary, each Subsidiary of but no further redesignations with respect to such Subsidiary has beenshall be permitted, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and (viv) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently 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, to the extent any Loans or Commitments are outstanding that are included in the determination of Required Pro Rata Lenders, 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 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 7.5% 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 7.5% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP, (vii) no Borrower may (x) be designated as an Unrestricted Subsidiary or (y) make any Disposition or Investment in the form of a transfer of title (or transfer of similar effect), or exclusive license, of Material Intellectual Property to or in any Unrestricted Subsidiary and (viii) no Restricted Subsidiary may (x) be designated as an Unrestricted Subsidiary if such Restricted Subsidiary is designated as an “unrestricted subsidiary” under owns or exclusively licenses Material Intellectual Property at the time of such designation or (y) make any Indebtedness Disposition or Investment in the form of the Borrower and a transfer of title (or transfer of similar effect), or exclusive license, of Material Intellectual Property to or in any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”)Unrestricted Subsidiary. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower in such Subsidiary on therein, at the date of such designation in an amount equal to the outstanding amount fair market value of all Investments the Parent Borrower’s investment therein as determined in good faith by any Responsible Officer of the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Parent Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall, at the time of such designation, constitute the incurrence of any Indebtedness of or Liens on such Subsidiary existing at such time. Upon a redesignation of any Subsidiary as a Restricted Subsidiary, the Investments of the Parent Borrower in Unrestricted Subsidiaries shall constitute 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 any Responsible Officer 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 or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by any Responsible Officer of the Parent 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 day equal to or greater than 7.5% of the incurrence on 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 7.5% 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 designation of any InvestmentUnrestricted Subsidiaries as Restricted Subsidiaries in accordance with Section 6.13(a) such that, Indebtedness or Liens following such designation(s), Unrestricted Subsidiaries have, in the aggregate (i) total assets at the last day of such Subsidiary existing on Reference Period of less than 7.5% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date and (ii) for purposes total revenues during such Reference Period of calculating less than 7.5% of the outstanding amount consolidated revenues of Investments by the Parent Borrower and its Restricted Subsidiaries for such period, in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries each case determined in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designationaccordance with GAAP. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower may at any time after the Closing Date designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior or immediately after giving effect to such designation; (ii) the Borrower shall have delivered Subsidiary by delivering to the Administrative Agent a certificate demonstrating 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: (a) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b) after giving effect to such designation on a Pro Forma Basis(and clause (c) below), the Borrower would be is in compliance with a Total Net the financial covenant set forth in Section 7.1 (or prior to the first testing of such financial covenant, the pro forma Consolidated Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; Applicable Reference Period is no greater than 4.50 to 1.00); (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (ivc) 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 6.18; and 6.11; (vd) no in the case of a designation of a Restricted Subsidiary that is a Guarantor may as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiarySubsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and ABL Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the ABL Loans) and in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as a “Restricted Subsidiary” under the ABL Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the foregoing (collectively, “Additional Indebtedness”ABL Loans). (b) . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount fair market value of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date Borrower’s Investment therein (as determined reasonably determined and in good faith by the Borrowera Responsible Officer). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designationtime. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower may At the Borrower’s election, at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall exist immediately prior or have occurred and be continuing, (ii) immediately after giving effect to such designation; , the Borrower and the Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.11 (ii) and, as a condition precedent to the effectiveness of any such designation, the Borrower shall have delivered deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating that after giving effect to such designation on a Pro Forma Basiscompliance), the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) the Investment resulting from the designation of any such Subsidiary as an Unrestricted Subsidiary pursuant to this Section 6.14(a) is permitted by Section 7.02, (iv) any Indebtedness or Liens of any Unrestricted Subsidiary designated as a Restricted Subsidiary pursuant to this Section 6.14(a) are permitted by Sections 7.03 and 7.01, respectively, (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such it was previously designated an Unrestricted Subsidiary, (vi) no Restricted Subsidiary or any of its Subsidiaries may be designated as an Unrestricted Subsidiary if it owns a Core Property, (Avii) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any no Restricted Subsidiary or may be designated as an Unrestricted Subsidiary if (Bafter giving effect to such designation) Guarantees it will provide any Guarantee of any Indebtedness of the Borrower or any other Restricted Subsidiary, (viii) neither LandCo Holdings nor any of its Subsidiaries may be designated as a Restricted Subsidiary unless and until all commitments and letters of credit under the LandCo Credit Agreement and related loan documents have been terminated and all loans and other obligations thereunder (other than customary indemnification and expense reimbursement obligations not then due and payable that expressly survive the termination thereof) have been paid in full in cash, (ix) neither OpCo Holdings nor any of its Subsidiaries may be designated as a Restricted Subsidiary unless and until all commitments and letters of credit under the OpCo Credit Agreement and related loan documents have been terminated and all loans and other obligations thereunder (other than customary indemnification and expense reimbursement obligations not then due and payable that expressly survive the termination thereof) have been paid in full in cash, (x) no GVR Entity may be designated as a Restricted Subsidiary unless and until all commitments and letters of credit under the GVR Credit Agreement and related loan documents have been terminated and all loans and other obligations thereunder (other than customary indemnification and expense reimbursement obligations not then due and payable that expressly survive the termination thereof) have been paid in full in cash and (xi) after the IP Holdco Transition Date, IP Holdco may not be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary (other than deferred purchase price arrangements any Subsidiary created or acquired in the ordinary course of business); (iv) in the case of connection with a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, each Subsidiary of such Subsidiary has been, or concurrently therewith will be, Permitted Acquisition and designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and (vat the time of such Permitted Acquisition) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on therein at the date of such designation in an amount equal to the outstanding amount Fair Market Value of all Investments by the Borrower and its Restricted Subsidiaries in net assets of such Subsidiary on at the time that such date (Subsidiary is designated as reasonably determined by the Borrower)an Unrestricted Subsidiary. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date time. (b) At the Borrower’s election, at any time, designate a Restricted Subsidiary as a Native American Subsidiary, but only to the extent that such designation is consistent with the definition of “Native American Subsidiary”. Upon any Native American Subsidiary’s ceasing to satisfy any of the requirements set forth in the definition of such term, the Borrower shall notify the Administrative Agent thereof and shall take the actions required pursuant to Section 6.11 and such Subsidiary shall cease to be a Native American Subsidiary. (c) After all commitments and letters of credit (if any) under the OpCo Credit Agreement have been terminated and all loans and other obligations (other than customary indemnity obligations and expense reimbursement obligations not then due and payable that expressly survive the termination thereof) shall have been paid in full in cash, (i) designate OpCo Holdings and its Subsidiaries as Restricted Subsidiaries, so long as such designation may otherwise be made in compliance with Section 6.14(a) or such designation is otherwise approved by the Administrative Agent (acting with the consent of the Required Lenders) and (ii) for purposes of calculating thereafter take the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries actions required pursuant to Section 6.11 in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designationconnection therewith. (d) If at any time any Unrestricted Subsidiary After all commitments and letters of credit (if any) under the LandCo Credit Agreement have been terminated and all loans and other obligations (other than customary indemnity obligations and expense reimbursement obligations not then due and payable that expressly survive the termination thereof) shall have been paid in full in cash, (i) owns any Equity Interests designate LandCo Holdings and its Subsidiaries as Restricted Subsidiaries, so long as such designation may otherwise be made in compliance with Section 6.14(a) or Indebtedness of, or owns or holds any Liens on, any property such designation is otherwise approved by the Administrative Agent (acting with the consent of the Borrower or any Restricted Subsidiary, Required Lenders) and (ii) Guarantees any Indebtedness thereafter take the actions required pursuant to Section 6.11 in connection therewith. (e) After all commitments and letters of credit (if any) under the Borrower or any Restricted Subsidiary GVR Credit Agreement have been terminated and all loans and other obligations (other than deferred purchase price arrangements customary indemnity obligations and expense reimbursement obligations not then due and payable that expressly survive the termination thereof) shall have been paid in full in cash, (i) designate the ordinary course of businessGVR Entities as Restricted Subsidiaries, so long as such designation may otherwise be made in compliance with Section 6.14(a) or such designation is otherwise approved by the Administrative Agent (iiiacting with the consent of the Required Lenders) ceases and (ii) thereafter take the actions required pursuant to be an “unrestricted subsidiary” under any Additional IndebtednessSection 6.11 in connection therewith. This paragraph (e) shall not apply prior to the GVR Acquisition Consummation Date. (f) On the IP Holdco Transition Date, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary IP Holdco as a Restricted Subsidiary, and the Borrower shall thereafter take the actions required pursuant to Section 6.11 in connection therewith.

Designation of Subsidiaries. (a) The Borrower may at any time designate any Restricted Subsidiary subsidiary (including any existing Subsidiary subsidiary and any newly-newly acquired or newly-newly formed Subsidiarysubsidiary) as to be an Unrestricted Subsidiary unless such subsidiary or any of its subsidiaries owns any Capital Stock of the Borrower or a Restricted Subsidiary (other than solely any Unrestricted Subsidiary as a Restricted Subsidiaryof the subsidiary to be so 114 designated); provided provided, that (i) such designation complies with the last sentence of this Section 5.10 and (ii) no Event of Default shall exist immediately prior or immediately after giving effect to have occurred and be continuing at the time of such designation; (ii) . Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of any Material Debt Documentation that has an “unrestricted subsidiary” concept. Notwithstanding the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basisforegoing, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of exclusively in-licenses Material Intellectual Property at the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, each Subsidiary time of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) The designation of Borrower may designate any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount of all Investments by the Borrower and its be a Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower)Subsidiary. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) time for purposes of calculating Section 6.01 or 6.02, as the case may be. Any such designation by the Borrower shall be notified by the Borrower to the Administrative Agent. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding amount of Investments by the Borrower and its Restricted Subsidiaries (except to the extent repaid) in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its subsidiary so designated will be deemed to be Restricted Subsidiaries in such Subsidiary Payments in an amount equal to determined as set forth in the outstanding amount last sentence of all such Investments the definition of “Investment”. Such designation will be permitted only if a Restricted Payment in such Subsidiary on amount would be permitted at such time (whether pursuant to any applicable provision of Section 6.03 or as a Permitted Investment) and if such subsidiary otherwise meets the date definition of such designation. (d) If at an “Unrestricted Subsidiary”. Unrestricted Subsidiaries will not be subject to any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower mandatory prepayments, representations and warranties, covenants or any Restricted Subsidiary, (ii) Guarantees any Indebtedness events of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements default set forth in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted SubsidiaryLoan Documents.

Designation of Subsidiaries. (a) The board of directors of the Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed other than a Broadcast License 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 exist immediately prior or immediately after giving effect to such designation; have occurred and be continuing, (ii) the Borrower shall have delivered no Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma BasisParent or any of its Restricted Subsidiaries, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iiiii) 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 it is party to any agreement or contract with Parent or any of its Restricted Subsidiaries, unless the terms of such agreement are no less favorable to Parent or such Restricted Subsidiary, as applicable, than those that might be obtained from an unaffiliated third- party, (v) no Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary is a Person with respect to which Parent or any of its Restricted Subsidiaries has any direct or indirect obligation to make capital contributions or to maintain such Subsidiary's financial condition, (Avi) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted no Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) 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, may be designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with if after giving effect to such designation, the Consolidated Total Net Leverage Ratio as of such Restricted date would exceed the ratio set forth opposite the next succeeding fiscal quarter end in subsection 8.1 and (vii) no Unrestricted Subsidiary is designated as an “unrestricted subsidiary” under may engage in any Indebtedness transaction described in subsections 8.8 (with respect to the prepayment of any Senior Notes) or 8.15 if the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness is prohibited from engaging in respect of any of the foregoing (collectively, “Additional Indebtedness”)such transaction. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on therein, at the date of such designation in an amount equal to the outstanding amount fair market value of all Investments the Borrower's investment therein as determined in good faith by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by board of directors of the Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall shall, at the time of such designation, constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes time. Upon a redesignation of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted 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 (a) the Borrower's Investment in such Subsidiary at the time of such redesignation less (b) the fair market value of the net assets of such Subsidiary at the time of such redesignation. Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the board of directors of the Borrower.

Designation of Subsidiaries. (a) The board of directors of the Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-formed or acquired or newly-formed Subsidiary) after the Closing Date 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 exist immediately prior or immediately have occurred and be continuing (including after giving effect to such designation; the reclassification of Investments in, Indebtedness of and Liens on, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (ii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis(or re-designation), the Borrower would be in pro forma compliance with the financial covenant set forth in Section 6.8 (determined as if a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; Compliance Period is then in existence), (iii) no any Restricted Subsidiary may be previously designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a designation of a Restricted Subsidiary may not be re-designated as an Unrestricted Subsidiary, each Subsidiary (iv) the status of any such Subsidiary has been, as a Restricted Subsidiary or concurrently therewith will be, designated as an Unrestricted Subsidiary shall at all times be the same under this Agreement, the Secured Term Loan Documents, the Additional Secured Term Loan Documents, the Refinancing Secured Term Loan Documents, the Unsecured Debt Documents and the documents governing any Qualified Seller Subordinated Debt (and, in accordance with this Section 6.18; and each case, any Permitted Refinancing in respect thereof), (v) no Unrestricted Subsidiary shall at any time own any Capital Stock of the Borrower or its Restricted Subsidiaries, (vi) no Unrestricted Subsidiary that is a Guarantor may be designated as shall at any time hold any Indebtedness of, or any Lien on any property or assets of, the Borrower or any of its Restricted Subsidiaries, (vii) no Unrestricted Subsidiary at any time shall have any Indebtedness other than Non-Recourse Debt, (viii) neither the Borrower nor any of its Restricted Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Capital Stock of any Unrestricted Subsidiary or (y) to maintain or preserve such Unrestricted Subsidiary’s financial condition or to cause such Unrestricted Subsidiary to achieve any specific levels of operating results and (ix) all Investments in an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of only may be made if the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) Payment Conditions are satisfied. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on therein at the date of such designation in an amount equal to the outstanding amount of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (fair market value as reasonably determined by the board of directors of the Borrower in good faith of the Borrower)’s or its Subsidiary’s (as applicable) Investment therein. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) constitute, at the time of designation, the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and a return on such date and (ii) for purposes of calculating the outstanding amount of Investments any Investment by the Borrower and its Restricted in Unrestricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by pursuant to the Borrower and its Restricted Subsidiaries in such Subsidiary preceding sentence in an amount equal to the outstanding amount fair market value as determined by the board of all such Investments directors of the Borrower in such Subsidiary on good faith at the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property designation of the Borrower Borrower’s or any Restricted its Subsidiary, ’s (iias applicable) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements Investment in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, such Subsidiary. The re-designate such designation of any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary shall be deemed to be the creation of a Restricted Subsidiary for purposes of Section 5.10, and such re-designated Restricted Subsidiary shall be required to comply with the provisions set forth therein (to the extent applicable). (b) Any designation (or re-designation, as the case may be) of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by delivery of a certificate from an Authorized Officer of the Borrower to the Administrative Agent (i) attaching a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation, (ii) certifying that such designation (or re-designation, as the case may be) complies with the provisions of this Section 5.18 and was permitted by this Agreement, including Sections 6.1, 6.2 and 6.7, as applicable, and (iii) demonstrating in reasonable detail the calculations required by preceding clause (a).

Designation of Subsidiaries. (a) The Parent Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed 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 exist immediately prior or immediately after giving effect to such designation; have occurred and be continuing, (ii) the Borrower shall have delivered no Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower would be any Group Member (other than usual and customary carve out matters in compliance connection with a Total Net Leverage Ratio receivables or similar securitization for which the Parent Borrower provides an unsecured guarantee with respect to fraud, misappropriation, breaches of 2.00:1.00 representations and warranties and misapplication for which no claim for payment or performance thereof has been made that would constitute a liability of the applicable Calculation Period; Parent Borrower in accordance with GAAP), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or it was previously designated an Unrestricted Subsidiary; provided that any Restricted Subsidiary designated as an Unrestricted Subsidiary prior to or (B) Guarantees any Indebtedness as of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a designation of Closing Date may be redesignated as a Restricted Subsidiary after the Closing Date and subsequently as an Unrestricted Subsidiary, each Subsidiary of but no further redesignations with respect to such Subsidiary has beenshall be permitted, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and (viv) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently 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 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 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 7.5% 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 7.5% 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 and (viii) no Restricted Subsidiary may (x) be designated as an Unrestricted Subsidiary if such Restricted Subsidiary is designated as an “unrestricted subsidiary” under owns Material Intellectual Property at the time of such designation designation or (y) make any Indebtedness Disposition or Investment in the form of the Borrower and a transfer of title (or transfer of similar effect) of Material Intellectual Property to or in any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”)Unrestricted Subsidiary. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower in such Subsidiary on therein, at the date of such designation in an amount equal to the outstanding amount fair market value of all Investments the Parent Borrower’s investment therein as determined in good faith by any Responsible Officer of the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Parent Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall, at the time of such designation, constitute the incurrence of any Indebtedness of or Liens on such Subsidiary existing at such time. Upon a redesignation of any Subsidiary as a Restricted Subsidiary, the Investments of the Parent Borrower in Unrestricted Subsidiaries shall constitute 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 any Responsible Officer 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 or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by any Responsible Officer of the Parent 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 day equal to or greater than 7.5% of the incurrence on 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 7.5% 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 designation of any InvestmentUnrestricted Subsidiaries as Restricted Subsidiaries in accordance with Section 6.13(a) such that, Indebtedness or Liens following such designation(s), Unrestricted Subsidiaries have, in the aggregate (i) total assets at the last day of such Subsidiary existing on Reference Period of less than 7.5% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date and (ii) for purposes total revenues during such Reference Period of calculating less than 7.5% of the outstanding amount consolidated revenues of Investments by the Parent Borrower and its Restricted Subsidiaries for such period, in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries each case determined in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designationaccordance with GAAP. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The An Authorized Officer of Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed 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 exist immediately prior or have occurred and be continuing, (ii) immediately after giving effect to such designation; (ii) the , Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower would be in pro forma compliance with a Total Net Leverage minimum Interest Coverage Ratio (computed as of 2.00:1.00 the last day of the most recently ended Fiscal Quarter) of 2.00:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the applicable Calculation Period; purpose of any subordinated Indebtedness of any Credit Party, (iiiiv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a designation of a Restricted Subsidiary as it was previously designated an Unrestricted Subsidiary, each (v) Borrower shall deliver to Administrative Agent at least five Business Days prior to such designation a certificate of an Authorized Officer of Borrower, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (i) through (iv) of this Section 5.15 and, if applicable, certifying that such subsidiary meets the requirements of an “Unrestricted Subsidiary” and (vi) at least ten days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, with respect to such subsidiary. The designation of such Subsidiary has been, or concurrently therewith will be, designated any subsidiary as an Unrestricted Subsidiary in accordance with (whether pursuant to Schedule 4.1 or this Section 6.18; and (v5.15) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on therein at the date of such designation in an amount equal to the outstanding amount fair market value of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower)’s Investment therein. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on by such Restricted Subsidiary at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes of calculating time. Notwithstanding the outstanding amount of Investments by foregoing, each subsidiary that is a restricted subsidiary under the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, Revolving Facility Documents shall be a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiaryhereunder.

Designation of Subsidiaries. (a) The Borrower FNIS may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) other than in the case of the designation of (x) a Joint Venture in existence on the Closing Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Potential Event of Default Termination shall exist immediately prior or have occurred and be continuing, (ii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation; (ii) the Borrower , FNIS and its Consolidated Subsidiaries shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation be in compliance, on a Pro Forma Basis, with the Borrower would be covenants set forth in compliance with Section 10 of Annex D (and, as a Total Net Leverage Ratio condition precedent to the effectiveness of 2.00:1.00 for any such designation, FNIS shall deliver to the applicable Calculation Period; Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Restricted Subsidiary neither the borrower under the Metavante Credit Agreement nor any borrower under the FNIS Credit Agreement may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness ofSubsidiary, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (1) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (2) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an case determined without regard to any Excluded Unrestricted Subsidiary in accordance with this Section 6.18; at any time after such Person becomes a Subsidiary, and (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such if it is a “Restricted Subsidiary is designated as an “unrestricted subsidiarySubsidiary” under any Indebtedness of for the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect purpose of any of the foregoing (collectively, “Additional Permitted Subordinated Indebtedness”). (b) . The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on applicable Restricted Companies therein at the date of such designation in an amount equal to the outstanding amount of all Investments by net book value (or, in the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation case of any Unrestricted Subsidiary as guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary shall constitute on any date after the Closing Date (i) the incurrence on the date including by redesignation of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.), the Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 3 of Annex D, but will not be considered the sale or issuance of Equity Interests for purposes of Section 5 of Annex D.

Designation of Subsidiaries. (a) The Borrower may at any time after the Closing Date designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior or immediately after giving effect to such designation; (ii) the Borrower shall have delivered Subsidiary by delivering to the Administrative Agent a certificate demonstrating 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: (a) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b) after giving effect to such designation on a Pro Forma Basis(and clause (c) below), the Borrower would be in compliance with a Total Net pro forma Consolidated Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; Applicable Reference Period is no greater than 3.75 to 1.00; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (ivc) 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 6.18; and 6.11; (vd) no in the case of a designation of a Restricted Subsidiary that is a Guarantor may as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiarySubsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and ABL Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the ABL Loans) and in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as a “Restricted Subsidiary” under the ABL Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the foregoing (collectively, “Additional Indebtedness”ABL Loans). (b) . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount fair market value of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date Borrower’s Investment therein (as determined reasonably determined and in good faith by the Borrowera Responsible Officer). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designationtime. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower may at any time after the Closing Date designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior or immediately after giving effect to such designation; (ii) the Borrower shall have delivered Subsidiary by delivering to the Administrative Agent a certificate demonstrating 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: (a) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b) after giving effect to such designation on a Pro Forma Basis(and clause (c) below), the Borrower would be in compliance with a Total Net pro forma Consolidated Secured Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; Applicable Reference Period is no greater than 2.00 to 1.00; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (ivc) 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 6.186.11; (d) the Payment Conditions are met; and and (ve) no in the case of a designation of a Restricted Subsidiary that is a Guarantor may as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiarySubsidiary” under any Indebtedness of Permitted Non-ABL Loans (and, to the Borrower and extent applicable, any Restricted Subsidiary consisting of other agreement governing Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of the Permitted Non-ABL Loans) or any Permitted Notes and in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as a “Restricted Subsidiary” under the Permitted Non-ABL Loans (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the foregoing (collectively, “Additional Indebtedness”). (bPermitted Non-ABL Loans) or Permitted Notes. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount fair market value of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date Borrower’s Investment therein (as determined reasonably determined and in good faith by the Borrowera Responsible Officer). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal time. Notwithstanding anything to the outstanding amount contrary contained in this Section 6.11, in no event shall any Restricted Subsidiary contributing more than 20% of all such Investments in such the Borrowing Base be designated an Unrestricted Subsidiary on unless the date of Administrative Agent receives a completed Borrowing Base Certificate concurrently with such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower may Solely in the Borrower’s discretion, at any time and from time to time, designate (or re-designate) any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) of the Borrower as an Unrestricted Subsidiary or designate (or re-designate) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that: (a) immediately before and after such designation (or re-designation), (i) no Event of Default shall exist immediately prior have occurred and be continuing and (ii) the Borrower shall be in compliance with the Financial Covenant (whether or immediately not then required to be tested) for the most recently ended Test Period on a Pro Forma Basis after giving effect to such designation; ; (iib) the Borrower shall have delivered fair market value of the Subsidiary to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) no Restricted Subsidiary may be designated (or re-designated) as an Unrestricted Subsidiary if at such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of time shall be treated as an Investment by the Borrower in such Unrestricted Subsidiary at such time in accordance with Section 7.02; (c) the Subsidiary to be designated (or any Restricted Subsidiary or (Bre-designated) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) 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 shall be treated in accordance with this Section 6.18; and a substantially similar fashion (vas determined by the Borrower in good faith) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness Incremental Equivalent Debt, Permitted Ratio Debt or Incurred Acquisition Ratio Debt or any Permitted Refinancing of the Borrower and foregoing, as applicable; (d) the Subsidiary to be designated (or re-designated) as an Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests of, or hold a Lien on any property of, any Loan Party or any other Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”other than another Restricted Subsidiary that is also being designated as an Unrestricted Subsidiary at such time).; and (be) the Subsidiary to be designated as an Unrestricted Subsidiary does not own, and does not hold an exclusive license with respect to, any Material Intellectual Property. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower in such Subsidiary on therein at the date of such designation in an amount equal to the outstanding amount fair market value of all Investments the Borrower’s or its Subsidiary’s (as applicable) Investment therein as reasonably estimated by the Borrower (and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower). Accordingly, such designation shall only be permitted only if to the extent such Investment represented thereby would be is otherwise permitted under Section 7.03. (c) 7.02). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on or making, as applicable, at the date time of such designation of any then- existing Investment, Indebtedness or Liens Lien of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees as applicable; provided that upon a redesignation of any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s Investment in such Restricted Subsidiary at the time of such 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 time of such re-designation. Notwithstanding anything to the contrary herein or in any other Loan Document, (i) Unrestricted Subsidiaries will not be subject to the representations and warranties, covenants, Defaults or Events of Default provisions of the Loan Documents, (ii) the results of operations and indebtedness of Unrestricted Subsidiaries will not be taken into account for purposes of determining any financial ratio or covenant contained in the Loan Documents, and (iii) the cash and Cash Equivalents of any Unrestricted Subsidiary will not be taken into account for purposes of any net debt calculation under the Loan Documents (except to the extent distributed or otherwise transferred to the Borrower or any of its Restricted Subsidiaries).

Designation of Subsidiaries. (a) The Borrower Sponsor may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) no Unmatured Credit Event of Default or Credit Event shall exist immediately prior or immediately after giving effect to such designation; (iib) the Borrower Sponsor shall have delivered to the Administrative Agent Servicer a certificate Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower Credit Parties would be in compliance with a Total Net Leverage Ratio the financial covenants in Article VII measured as of 2.00:1.00 the last day of the most recently ended Fiscal Quarter for the applicable Calculation Periodwhich financial statements are required to have been delivered hereunder; (iiic) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (Ai) owns any Equity Interests equity interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower Holdings or any Restricted Subsidiary or (Bii) Guarantees any Indebtedness of the Borrower Holdings or any Restricted Subsidiary (other than deferred purchase price arrangements after giving effect to the release of the Guarantee of the Guaranteed Obligations by such Subsidiary in connection with the ordinary course of business); (iv) in the case of a designation of a Restricted such Subsidiary as an Unrestricted Subsidiary, each ); (d) any Unrestricted Subsidiary of such that has been re-designated as a Restricted Subsidiary has been, or concurrently therewith will be, may not subsequently be re-designated as an Unrestricted Subsidiary in accordance with this Section 6.18Subsidiary; and (ve) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently concurrent with such designation, designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment (which must be an Investment permitted pursuant to Section 8.4) by its direct parent (whether the Borrower Sponsor or a Restricted Subsidiary) in such Subsidiary on the date of such designation in an amount equal to the outstanding amount of all Investments by Holdings, the Borrower Sponsor and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03date. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by Holdings, the Borrower Sponsor and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by Holdings, the Borrower Sponsor and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings, the Borrower Sponsor or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of Holdings, the Borrower Sponsor or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” (or otherwise becomes subject to the covenants) under any Additional Indebtedness, then the Borrower Servicer shall, concurrently concurrent therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary. Notwithstanding any of the definitions or covenants contained in this Agreement to the contrary, Holdings and the Sponsor will not, and will not permit any Restricted Subsidiary to, consummate any transaction that results in the transfer (whether by way of any Restricted Payment, Investment, or any sale, conveyance, transfer, or other disposition, or a designation of a Subsidiary as an Unrestricted Subsidiary or of an Unrestricted Subsidiary as a Subsidiary, and whether in a single transaction or a series of related transactions) of material intellectual property rights (including patents, trademarks, service marks, tradenames, copyrights, proprietary leasing records and systems and other intellectual property) from Holdings, the Sponsor or any Restricted Subsidiary to any Unrestricted Subsidiary. Except as expressly set forth herein, Unrestricted Subsidiaries will not be subject to any of the covenants set forth in this Agreement.

Designation of Subsidiaries. (a) The Borrower Company may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Default or Event of Default shall exist immediately prior or immediately after giving effect to such designation; (ii) the Borrower Company shall have delivered to the Administrative Agent a certificate Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower Loan Parties would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation PeriodPro Forma Compliance; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower Company or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower Company or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business)Subsidiary; (iv) in the case of a designation of any Unrestricted Subsidiary that has been designated as a Restricted Subsidiary may not subsequently be re-designated 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 6.18; and (v) no Restricted Subsidiary that is may be designated as an Unrestricted Subsidiary if such Person were a Guarantor Restricted Subsidiary on the Closing Date; and (vi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrently concurrent with such designation, designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Company in such Subsidiary on the date of such designation in an amount equal to the outstanding amount of all Investments by the Borrower Company and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower)date. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03.7.02. CHAR1\1976173v4 (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower Company and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower Company and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower Company or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower Company or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” (or otherwise becomes subject to the covenants) under any Additional Indebtedness, then the Borrower Company shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The he Parent Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed 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 exist immediately prior or immediately after giving effect to such designation; have occurred and be continuing, (ii) the Borrower shall have delivered no Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower would be any Group Member (other than usual and customary carve out matters in compliance connection with a Total Net Leverage Ratio receivables or similar securitization for which the Parent Borrower provides an unsecured guarantee with respect to fraud, misappropriation, breaches of 2.00:1.00 representations and warranties and misapplication for which no claim for payment or performance thereof has been made that would constitute a liability of the applicable Calculation Period; Parent Borrower in accordance with GAAP), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or it was previously designated an Unrestricted Subsidiary; provided that any Restricted Subsidiary designated as an Unrestricted Subsidiary prior to or (B) Guarantees any Indebtedness as of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a designation of Amendment and Restatement Effective Date may be redesignated as a Restricted Subsidiary after the Amendment and Restatement Effective Date and subsequently as an Unrestricted Subsidiary, each Subsidiary of but no further redesignations with respect to such Subsidiary has beenshall be permitted, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and (viv) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently 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 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 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 Restricted Subsidiary is 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 7.5% 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 7.5% 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” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”)Unrestricted Subsidiary. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower in such Subsidiary on therein, at the date of such designation in an amount equal to the outstanding amount fair market value of all Investments the Parent Borrower’s investment therein as determined in good faith by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by board of directors of the Parent Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall, at the time of such designation, constitute the incurrence of any Indebtedness of or Liens on such Subsidiary existing at such time. Upon a redesignation of any Subsidiary as a Restricted Subsidiary, the Investments of the Parent Borrower in Unrestricted Subsidiaries shall constitute 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 or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such 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 Amendment and Restatement Effective Date, Unrestricted Subsidiaries have, in the aggregate, (i) total assets at such day equal to or greater than 7.5% of the incurrence on 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 7.5% 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 designation of any InvestmentUnrestricted Subsidiaries as Restricted Subsidiaries in accordance with Section 6.13(a) such that, Indebtedness or Liens following such designation(s), Unrestricted Subsidiaries have, in the aggregate (i) total assets at the last day of such Subsidiary existing on Reference Period of less than 7.5% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date and (ii) for purposes total revenues during such Reference Period of calculating less than 7.5% of the outstanding amount consolidated revenues of Investments by the Parent Borrower and its Restricted Subsidiaries for such period, in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries each case determined in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designationaccordance with GAAP. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower may at any time after the Closing Date designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior or immediately after giving effect to such designation; (ii) the Borrower shall have delivered Subsidiary by delivering to the Administrative Agent a certificate demonstrating of a Responsible Officer specifying such designation and certifying that after giving effect the conditions to such designation set forth in this Section 6.11 are satisfied; provided that: (a) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the pro forma Consolidated Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Periodis no greater than 3.00 to 1.00; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (ivc) 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 6.186.11; and (vd) no in the case of a designation of a Restricted Subsidiary that is a Guarantor may as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiarySubsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and ABL Credit Agreement and the Unsecured Notes Indenture (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the ABL Loans or the Unsecured Notes) and in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as a “Restricted Subsidiary” under the ABL Credit Agreement and the Unsecured Notes Indenture (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the foregoing (collectively, “Additional Indebtedness”ABL Loans or the Unsecured Notes). (b) . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount fair market value of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date Borrower’s Investment therein (as determined reasonably determined and in good faith by the Borrowera Responsible Officer). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designationtime. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower may at any time designate any Restricted Subsidiary subsidiary (including any existing Subsidiary subsidiary and any newly-newly acquired or newly-newly formed Subsidiarysubsidiary) as to be an Unrestricted Subsidiary unless such subsidiary or any of its subsidiaries owns any Capital Stock of the Borrower or a Restricted Subsidiary (other than solely any Unrestricted Subsidiary as a Restricted Subsidiaryof the subsidiary to be so designated); provided provided, that (i) such designation complies with the last sentence of this Section 5.10 and (ii) no Event of Default shall exist immediately prior or immediately after giving effect to have occurred and be continuing at the time of such designation; (ii) . Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of any Material Debt Documentation that has an “unrestricted subsidiary” concept. Notwithstanding the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basisforegoing, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of exclusively in-licenses Material Intellectual Property at the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, each Subsidiary time of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) The designation of Borrower may designate any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount of all Investments by the Borrower and its be a Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower)Subsidiary. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) time for purposes of calculating Section 6.01 or 6.02, as the case may be. Any such designation by the Borrower shall be notified by the Borrower to the Administrative Agent. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding amount of Investments by the Borrower and its Restricted Subsidiaries (except to the extent repaid) in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its subsidiary so designated will be deemed to be Restricted Subsidiaries in such Subsidiary Payments in an amount equal to determined as set forth in the outstanding amount last sentence of all such Investments the definition of “Investment”. Such designation will be permitted only if a Restricted Payment in such Subsidiary on amount would be permitted at such time (whether pursuant to any applicable provision of Section 6.03 or as a Permitted Investment) and if such subsidiary otherwise meets the date definition of such designation. (d) If at an “Unrestricted Subsidiary”. Unrestricted Subsidiaries will not be subject to any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower mandatory prepayments, representations and warranties, covenants or any Restricted Subsidiary, (ii) Guarantees any Indebtedness events of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements default set forth in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted SubsidiaryLoan Documents.

Designation of Subsidiaries. (a) The board of directors of the Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-formed or acquired or newly-formed Subsidiary) after the Closing Date 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 exist immediately prior or immediately have occurred and be continuing (including after giving effect to such designation; the reclassification of Investments in, Indebtedness of and Liens on, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (ii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis(or re-designation), the Borrower would be in pro forma compliance with the financial covenant set forth in Section 6.8 (determined as if a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; Compliance Period is then in existence), (iii) no any Restricted Subsidiary may be previously designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a designation of a Restricted Subsidiary may not be re-designated as an Unrestricted Subsidiary, each Subsidiary (iv) the status of any such Subsidiary has been, as a Restricted Subsidiary or concurrently therewith will be, designated as an Unrestricted Subsidiary shall at all times be the same under this Agreement, the Secured Notes Documents, the Additional Secured Notes Documents, the Refinancing Secured Notes Documents, the Unsecured Acquisition Debt Documents and the documents governing any Qualified Seller Subordinated Debt (and, in accordance with this Section 6.18; and each case, any Permitted Refinancing in respect thereof), (v) no Unrestricted Subsidiary shall at any time own any Capital Stock of the Borrower or its Restricted Subsidiaries, (vi) no Unrestricted Subsidiary that is a Guarantor may be designated as shall at any time hold any Indebtedness of, or any Lien on any property or assets of, the Borrower or any of its Restricted Subsidiaries, (vii) no Unrestricted Subsidiary at any time shall have any Indebtedness other than Non-Recourse Debt, (viii) neither the Borrower nor any of its Restricted Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Capital Stock of any Unrestricted Subsidiary or (y) to maintain or preserve such Unrestricted Subsidiary’s financial condition or to cause such Unrestricted Subsidiary to achieve any specific levels of operating results and (ix) all Investments in an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of only may be made if the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) Payment Conditions are satisfied. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on therein at the date of such designation in an amount equal to the outstanding amount of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (fair market value as reasonably determined by the board of directors of the Borrower in good faith of the Borrower)’s or its Subsidiary’s (as applicable) Investment therein. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) constitute, at the time of designation, the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and a return on such date and (ii) for purposes of calculating the outstanding amount of Investments any Investment by the Borrower and its Restricted in Unrestricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by pursuant to the Borrower and its Restricted Subsidiaries in such Subsidiary preceding sentence in an amount equal to the outstanding amount fair market value as determined by the board of all such Investments directors of the Borrower in such Subsidiary on good faith at the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property designation of the Borrower Borrower’s or any Restricted its Subsidiary, ’s (iias applicable) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements Investment in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, such Subsidiary. The re-designate such designation of any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary shall be deemed to be the creation of a Restricted Subsidiary for purposes of Section 5.10, and such re-designated Restricted Subsidiary shall be required to comply with the provisions set forth therein (to the extent applicable). (b) Any designation (or re-designation, as the case may be) of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by delivery of a certificate from an Authorized Officer of the Borrower to the Administrative Agent (i) attaching a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation, (ii) certifying that such designation (or re-designation, as the case may be) complies with the provisions of this Section 5.18 and was permitted by this Agreement, including Sections 6.1, 6.2 and 6.7, as applicable, and (iii) demonstrating in reasonable detail the calculations required by preceding clause (a).

Designation of Subsidiaries. (a) The Borrower board of directors of Holdings may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed 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 exist immediately prior or immediately have occurred and be continuing, (ii) after giving effect to such designation; (ii) , the Borrower Payment Conditions shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basisbeen satisfied, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) none of the Borrowers may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (vi) no Unrestricted Subsidiary shall own any Equity Interests in the Lead Borrower its Restricted Subsidiaries, (vii) no Unrestricted Subsidiary shall hold any Indebtedness of, or any Lien on any property of, the Lead Borrower and its Restricted Subsidiaries, (viii) the holder of any Indebtedness of any Unrestricted Subsidiary shall not have any recourse to the Lead Borrower and its Restricted Subsidiaries with respect to such Indebtedness, (ix) no Unrestricted Subsidiary shall be a party to any transaction or arrangement with the Lead Borrower and its Restricted Subsidiary Subsidiaries that would not be permitted by Section 7.09, (x) none of Holdings or any of its Restricted Subsidiaries (A) owns shall have any obligation to subscribe for additional Equity Interests or Indebtedness of, or owns or holds of any Liens on, any property of the Borrower or any Restricted Unrestricted Subsidiary or (B) Guarantees to preserve or maintain the financial condition of any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) 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 6.18; and (vxi) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with (A) it is a CFC, or (B) none of its assets included in the calculation of Borrowing Base immediately prior to such designation, such Restricted Subsidiary is Subsidiary’s being designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on Holdings and its Restricted Subsidiaries therein at the date of such designation in an amount equal to the outstanding amount net book value of all Investments by the Borrower and its Holdings’ or Restricted Subsidiaries in such Subsidiary on such date Subsidiary’s (as reasonably determined by the Borrower)applicable) Investment therein. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designationtime. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Parent Borrower may at any time after the Closing Date designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) of the Parent Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall exist immediately prior or have occurred and be continuing, (ii) immediately after giving effect to such designation; , the Consolidated Fixed Charge Coverage Ratio shall, on a Pro Forma Basis, be at least 1.25 to 1.0 (ii) it being understood that, as a condition precedent to the effectiveness of any such designation, the Parent Borrower shall have delivered deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating that after giving effect to such designation on a Pro Forma Basiscompliance), the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if such it is a “Restricted Subsidiary Subsidiary” for the purpose of any of the Senior Notes, the Term Loan Credit Agreement, any Additional Senior Secured Indebtedness, any Junior Secured Indebtedness, any Other Secured Indebtedness or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness ofother Indebtedness, or owns or holds any Liens onas applicable, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); constituting Material Indebtedness, (iv) in the case of a designation of a no Restricted Subsidiary as may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, each (v) if a Restricted Subsidiary of such Subsidiary has been, or concurrently therewith will be, is being designated as an Unrestricted Subsidiary in accordance with hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), plus (B) the aggregate fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.18; 5.17 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed $500,000,000 in the aggregate as of such Designation Date pro forma for such designation, and (vvi) no Restricted Subsidiary that is shall be a Guarantor may be designated as Subsidiary of an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower in such or its applicable Restricted Subsidiary on therein at the date of such designation in an amount equal to the outstanding amount fair market value of all Investments by the Borrower and its Parent Borrower’s or such Restricted Subsidiaries in such Subsidiary on such date Subsidiary’s (as reasonably determined by the Borrower)applicable) investment therein. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date time and (ii) for purposes of calculating the outstanding amount of Investments a return on any Investment by the Parent Borrower and or any of its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by Subsidiaries pursuant to the Borrower and its Restricted Subsidiaries in such Subsidiary preceding sentence in an amount equal to the outstanding amount lesser of all such Investments in such Subsidiary on (x) the fair market value at the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property designation of the Parent Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Parent Borrower or any its Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements Subsidiaries in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as a Restricted an Unrestricted Subsidiary. Notwithstanding the foregoing, in no case shall any of the Parent Borrower, any U.S. Borrower, the U.K. Borrower, the Swiss Borrower, the German Borrower, or any Receivables Seller be an Unrestricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) no Default or Event of Default shall exist immediately prior or immediately after giving effect to such designation; (iib) the Borrower shall have delivered to the Administrative Agent a certificate Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower Loan Parties would be in compliance with a Total Net Leverage Ratio the financial covenants in Article VI measured as of 2.00:1.00 the last day of the most recently ended Fiscal Quarter for the applicable Calculation Periodwhich financial statements are required to have been delivered hereunder; (iiic) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (Ai) owns any Equity Interests equity interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower Holdings or any Restricted Subsidiary or (Bii) Guarantees any Indebtedness of the Borrower Holdings or any Restricted Subsidiary (other than deferred purchase price arrangements after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the ordinary course of business); (iv) in the case of a designation of a Restricted such Subsidiary as an Unrestricted Subsidiary, each ); (d) any Unrestricted Subsidiary of such that has been re-designated as a Restricted Subsidiary has been, or concurrently therewith will be, may not subsequently be re-designated as an Unrestricted Subsidiary in accordance with this Section 6.18Subsidiary; and (ve) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently concurrent with such designation, designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment (which must be an Investment permitted pursuant to Section 7.4) by its direct parent (whether the Borrower or a Restricted Subsidiary) in such Subsidiary on the date of such designation in an amount equal to the outstanding amount of all Investments by Holdings, the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower)date. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by Holdings, the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by Holdings, the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) . If at any time any Unrestricted Subsidiary (i) owns any Equity Interests equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings, the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of Holdings, the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” (or otherwise becomes subject to the covenants) under any Additional Indebtedness, then the Borrower shall, concurrently concurrent therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.. Notwithstanding any of the definitions or covenants contained in this Agreement to the contrary, Holdings and the Borrower will not, and will not permit any Restricted Subsidiary to, consummate any transaction that results in the transfer (whether by way of any Restricted Payment, Investment, or any sale, conveyance, transfer, or other disposition, or a designation of a Subsidiary as an Unrestricted Subsidiary or of an Unrestricted Subsidiary as a Subsidiary, and whether in a single transaction or a series of related transactions) of material intellectual property rights (including patents, trademarks, service marks, tradenames, copyrights, proprietary leasing records and systems and other intellectual property) from Holdings, the Borrower or any Restricted Subsidiary to any Unrestricted Subsidiary. Except as expressly set forth herein, Unrestricted Subsidiaries will not be subject to any of the covenants set forth in this Agreement. FINANCIAL COVENANTS Holdings and the Borrower covenant and agree that so long as any Lender has a Commitment hereunder or the principal of or interest on or any Loan remains unpaid or any fee or any LC Disbursement remains unpaid or any Letter of Credit remains outstanding:

Designation of Subsidiaries. (a) The board of directors of the Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed 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 exist immediately prior or immediately after giving effect to such designation; have occurred and be continuing, (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to any Group Member, (ii) 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 it is party to any agreement or contract with any Group Member, unless the Borrower shall have delivered terms of such agreement are no less favorable to the Administrative Agent a certificate demonstrating applicable Group Member than those that after giving effect to such designation on a Pro Forma Basismight be obtained from an unaffiliated third-party, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iiiv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary is a Person with respect to which any Group Member has any direct or any of its Subsidiaries indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition, (Avi) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted no Disregarded Domestic Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a designation of a Restricted Subsidiary as may be designated an Unrestricted Subsidiary, each (vii) no Subsidiary of such Subsidiary has been, or concurrently therewith will be, may be designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with if after giving effect to such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under the Consolidated Total Net Leverage Ratio (calculated disregarding the proceeds of any Indebtedness incurred on such date) as of such date would exceed 3.00 to 1.00 and (viii) no Unrestricted Subsidiary may engage in any transaction described in Section 7.8 (with respect to the prepayment of any Indebtedness) if the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness is prohibited from engaging in respect of any of the foregoing (collectively, “Additional Indebtedness”)such transaction. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on therein, at the date of such designation in an amount equal to the outstanding amount fair market value of all Investments the Borrower’s investment therein as determined in good faith by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by board of directors of the Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall shall, at the time of such designation, constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes time. Upon a redesignation of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted 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 (a) the Borrower’s Investment in such Subsidiary at the time of such redesignation less (b) the fair market value of the net assets of such Subsidiary at the time of such redesignation. Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the board of directors of the Borrower.

Designation of Subsidiaries. (a) The Borrower may at any time after the Closing Date designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior or immediately after giving effect to such designation; (ii) the Borrower shall have delivered Subsidiary by delivering to the Administrative Agent a certificate demonstrating of a Responsible Officer specifying such designation and certifying that after giving effect the conditions to such designation set forth in this Section 6.11 are satisfied; provided that: (a) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the pro forma Consolidated Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; is no greater than 3.00 to 1.00; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (ivc) 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 6.18; and 6.11; (vd) no in the case of a designation of a Restricted Subsidiary that is a Guarantor may as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiarySubsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Loan Credit Agreement and the Unsecured Notes Indenture (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the Term Loans or the Unsecured Notes) and in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as a “Restricted Subsidiary” under the Term Loan Credit Agreement and the Unsecured Notes Indenture (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the foregoing (collectively, “Additional Indebtedness”Term Loans or the Unsecured Notes). (b) . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount fair market value of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date Borrower’s Investment therein (as determined reasonably determined and in good faith by the Borrowera Responsible Officer). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designationtime. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower may at any time designate any Restricted Subsidiary subsidiary (including any existing Subsidiary subsidiary and any newly-newly acquired or newly-newly formed Subsidiarysubsidiary) as to be an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior or immediately after giving effect to unless such designation; (ii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary subsidiary or any of its Subsidiaries (A) subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Liens Lien on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of of, the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course solely any subsidiary of business); (iv) in the case of a designation of a Restricted Subsidiary such subsidiary to be designated that is simultaneously being designated as an Unrestricted Subsidiary, each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an ); 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 accordance with this Section 6.18; 6.03(c); (iii) no Default or Event of Default shall have occurred and be continuing; (iv) the Consolidated Secured Debt Ratio (determined on a Pro Forma Basis taking into account such designation) will not be greater than the Financial Covenant Level; (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 Restricted Subsidiary that is a Guarantor subsidiary may be designated as an Unrestricted Subsidiary hereunder unless concurrently with such designation, such Restricted Subsidiary it is also designated as an “unrestricted subsidiaryUnrestricted Subsidiary” under for purposes of any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Junior Financing, Additional Secured IndebtednessPari Passu Notes, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing and Second Lien Credit Agreement Refinancing Indebtedness; and (collectivelyvi) no Unrestricted Subsidiary, “Additional Indebtedness”)once designated as a Restricted Subsidiary may thereafter be redesignated as an Unrestricted Subsidiary. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Consolidated Secured Debt Ratio (determined on a Pro Forma Basis taking into account such designation) will not be greater than the Financial Covenant Level. Furthermore, no subsidiary may be re-designated as a Restricted Subsidiary shall constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) hereunder unless it is also designated as a “Restricted Subsidiary” for purposes of calculating the outstanding amount of Investments any Junior Financing, Additional Pari Passu Notes, Credit Agreement Refinancing Indebtedness and Second Lien Credit Agreement Refinancing Indebtedness. Any such designation by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments shall be notified by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount Administrative Agent by promptly filing with the Administrative Agent a copy of all such Investments in such Subsidiary on the date resolution of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property the board of directors of the Borrower or any Restricted Subsidiarycommittee thereof giving effect to such designation and an officer’s certificate certifying that such designation complied with the foregoing provisions. Notwithstanding the foregoing, the Borrower may designate CERNET-Blackboard Information Technology (Beijing) Co., Ltd. as an Unrestricted Subsidiary upon such entity becoming a Subsidiary of the Borrower so long as the conditions set forth in clauses (a)(i), (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or ), (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiaryand (v) above are satisfied.

Designation of Subsidiaries. (a) The Borrower Company may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Default or Event of Default shall exist immediately prior or immediately after giving effect to such designation; (ii) the Borrower Company shall have delivered to the Administrative Agent a certificate Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower Loan Parties would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation PeriodPro Forma Compliance; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower Company or any Restricted Subsidiary (other than deferred purchase price arrangements in or otherwise has any obligation that is secured, directly or indirectly, by a Lien on any asset of the ordinary course Company or any Restricted Subsidiary), (B) Guarantees or holds any Indebtedness owing by the Company or any Restricted Subsidiary, or incurs any Indebtedness provided by the Company or any Restricted Subsidiary, (C) owns any IP Rights that are material to the Company and its Restricted Subsidiaries or (D) has the benefit, directly or indirectly, of business)any credit support (including any Guarantee) provided by the Company or any Restricted Subsidiary; (iv) in the case of a designation of any Unrestricted Subsidiary that has been designated as a Restricted Subsidiary may not subsequently be re-designated 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 6.18; and (v) no Restricted Subsidiary that is may be designated as an Unrestricted Subsidiary if such Person were a Guarantor Restricted Subsidiary on the Closing Date; and (vi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrently concurrent with such designation, designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Company in such Subsidiary on the date of such designation in an amount equal to the outstanding amount of all Investments by the Borrower Company and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower)date. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.037.02. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower Company and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower Company and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower Company or any Restricted Subsidiary (or otherwise has any obligation that is secured, directly or indirectly, by a Lien on any asset of the Company or any Restricted Subsidiary), (ii) Guarantees or holds any Indebtedness owing by the Company or any Restricted Subsidiary, or incurs any Indebtedness provided by the Company or any Restricted Subsidiary, (iiiii) Guarantees owns any Indebtedness IP Rights that are material to the Company and its Restricted Subsidiaries, (iv) has the benefit, directly or indirectly, of any credit support (including any Guarantee) provided by the Borrower Company or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iiiv) ceases to be an “unrestricted subsidiary” (or otherwise becomes subject to the covenants) under any Additional Indebtedness, then the Borrower Company shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary (or, in the case of clause (iii), transfer such IP Rights to the Company or a Restricted Subsidiary).

Designation of Subsidiaries. (a) The Borrower Sponsor may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) no Unmatured Credit Event of Default or Credit Event shall exist immediately prior or immediately after giving effect to such designation; (iib) the Borrower Sponsor shall have delivered to the Administrative Agent Servicer a certificate Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower Credit Parties would be in compliance with a Total Net Leverage Ratio the financial covenants in Article VII measured as of 2.00:1.00 the last day of the most recently ended Fiscal Quarter for the applicable Calculation Periodwhich financial statements are required to have been delivered hereunder; (iiic) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (Ai) owns any Equity Interests equity interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower Holdings or any Restricted Subsidiary or (Bii) Guarantees any Indebtedness of the Borrower Holdings or any Restricted Subsidiary (other than deferred purchase price arrangements after giving effect to the release of the Guarantee of the Guaranteed Obligations by such Subsidiary in connection with the ordinary course of business); (iv) in the case of a designation of a Restricted such Subsidiary as an Unrestricted Subsidiary, each ); (d) any Unrestricted Subsidiary of such that has been re-designated as a Restricted Subsidiary has been, or concurrently therewith will be, may not subsequently be re-designated as an Unrestricted Subsidiary in accordance with this Section 6.18Subsidiary; and (ve) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently concurrent with such designation, designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment (which must be an Investment permitted pursuant to Section 8.4) by its direct parent (whether the Borrower Sponsor or a Restricted Subsidiary) in such Subsidiary on the date of such designation in an amount equal to the outstanding amount of all Investments by Holdings, the Borrower Sponsor and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower)date. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by Holdings, the Borrower Sponsor and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by Holdings, the Borrower Sponsor and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) . If at any time any Unrestricted Subsidiary (i) owns any Equity Interests equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings, the Borrower Sponsor or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of Holdings, the Borrower Sponsor or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” (or otherwise becomes subject to the covenants) under any Additional Indebtedness, then the Borrower Servicer shall, concurrently concurrent therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower A Primary Financial Officer may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall exist immediately prior or immediately after giving effect to such designation; have occurred and be continuing, (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if the Borrower shall have delivered or any Restricted Subsidiary has any Contingent Obligation (other than Deferred Equity Contribution Obligations) with respect to the Administrative Agent a certificate demonstrating that after giving effect to any Indebtedness or other obligations of such designation on a Pro Forma Basis, Subsidiary (and the Borrower would be in compliance and its Restricted Subsidiaries will not have any Contingent Obligation (other than Deferred Equity Contribution Obligations) with a Total Net Leverage Ratio respect to any Indebtedness or other obligations of 2.00:1.00 for the applicable Calculation Period; any Unrestricted Subsidiary at any time), (iii) the designation of any Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary may not be changed on more than two occasions, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is party to any agreement or contract with the Borrower or any Restricted Subsidiary, unless the terms of such agreement are no less favorable to the Borrower or Restricted Subsidiary, as applicable, than those that might be obtained from an unaffiliated third-party, (v) other than Deferred Equity Contribution Obligations, no Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of is a Person with respect to which the Borrower or any Restricted Subsidiary has any direct or (B) Guarantees indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition or otherwise has any Contingent Obligation with respect to such Subsidiary or any of its Indebtedness of or other obligations, and neither the Borrower or nor any Restricted Subsidiary will have any direct or indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition or otherwise have any Contingent Obligation with respect to such Subsidiary or any of its Indebtedness or other obligations at any time after such designation, (other than deferred purchase price arrangements in the ordinary course of business); vi) for so long as any Senior Note is outstanding, no Subsidiary may be (ivx) in the case of a designation of designated an Unrestricted Subsidiary hereunder unless it simultaneously becomes an “Unrestricted Subsidiary” under all Senior Notes and (y) designated a Restricted Subsidiary as an Unrestricted hereunder unless it simultaneously becomes a “Restricted Subsidiary” under the Senior Notes, each Subsidiary (vii) at such time and immediately after giving effect thereto the Borrower would be permitted to incur at least $1.00 of such Subsidiary has beenadditional Priority Debt, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and (vviii) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with immediately after giving effect to such designationdesignation and at all times thereafter, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness the ratio of the Borrower and any Restricted Subsidiary consisting consolidated total assets of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by to the Borrower). Accordingly, such designation shall be permitted only if consolidated total assets of the Investment represented thereby would be permitted under Section 7.03. (c) The designation Borrower and its Subsidiaries and the ratio of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on the date consolidated net income of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by to the consolidated net income of the Borrower and its Restricted Subsidiaries (in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary each case based on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness ofmost recent four consecutive Fiscal Quarters, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (and calculated on a pro forma basis as if all payments and other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases contributions to be an “unrestricted subsidiary” made under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiaryall Deferred Equity Contribution Obligations were fully funded and contributed) shall be not less than 0.8:1.

Designation of Subsidiaries. (a) The board of directors of the Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed 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 exist immediately prior or immediately after giving effect to such designation; have occurred and be continuing, (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to any Group Member, (ii) 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 it is party to any agreement or contract with any Group Member, unless the Borrower shall have delivered terms of such agreement are no less favorable to the Administrative Agent a certificate demonstrating applicable Group Member than those that after giving effect to such designation on a Pro Forma Basismight be obtained from an unaffiliated third-party, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iiiv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary is a Person with respect to which any Group Member has any direct or any of its Subsidiaries indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition, (Avi) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted no Disregarded Domestic Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a designation of a Restricted Subsidiary as may be designated an Unrestricted Subsidiary, each (vii) no Subsidiary of such Subsidiary has been, or concurrently therewith will be, may be designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and if after giving effect to such designation, the Consolidated Total Net Leverage Ratio (vcalculated disregarding the proceeds of any Indebtedness incurred on such date) as of such date would exceed 3.00 to 1.00, (viii) for so long as the First Lien Credit Agreement is outstanding, no Restricted Subsidiary that is a Guarantor may be (x) designated as an Unrestricted Subsidiary hereunder unless concurrently with such designation, such it simultaneously becomes an “Unrestricted Subsidiary” under the First Lien Credit Agreement and (y) designated a Restricted Subsidiary is designated as an hereunder unless it simultaneously becomes a “unrestricted subsidiaryRestricted Subsidiary” under the First Lien Credit Agreement and (ix) no Unrestricted Subsidiary may engage in any Indebtedness transaction described in Section 7.8 (with respect to the prepayment of any Indebtedness) if the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness is prohibited from engaging in respect of any of the foregoing (collectively, “Additional Indebtedness”)such transaction. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on therein, at the date of such designation in an amount equal to the outstanding amount fair market value of all Investments the Borrower’s investment therein as determined in good faith by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by board of directors of the Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall shall, at the time of such designation, constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes time. Upon a redesignation of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted 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 (a) the Borrower’s Investment in such Subsidiary at the time of such redesignation less (b) the fair market value of the net assets of such Subsidiary at the time of such redesignation. Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the board of directors of the Borrower.

Designation of Subsidiaries. (a) The Borrower Holdings may at any time after the Closing Date designate (or re-designate) any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior except to the extent such designation (or immediately after giving effect to such re-designation; ) is made utilizing Section 6.6(x), the Payment Conditions have been satisfied, (ii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such it is a “Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property Subsidiary” for purposes of the Borrower or Second Lien Secured Notes Documents, (iii) immediately after giving effect to any such designation, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); Holdings, and (iv) in the case of event that a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, each Subsidiary of such Subsidiary has been, or concurrently therewith will be, Loan Party is designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and (v) no or re-designated from a Restricted Subsidiary that is a Guarantor may be designated as to an Unrestricted Subsidiary unless concurrently with Subsidiary) then Borrowers shall have, prior to such designationdesignation or re-designation (as the case may be), such Restricted Subsidiary is designated as delivered to Agent an “unrestricted subsidiary” under any Indebtedness updated Borrowing Base Certificate that reflects the removal of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of applicable assets from the foregoing (collectively, “Additional Indebtedness”). (b) Borrowing Base. The designation of any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on Holdings therein at the date of such designation in an amount equal to the outstanding amount portion of all Investments by the Borrower and its fair market value of the net assets of such Restricted Subsidiaries in such Subsidiary on such date attributable to Holdings’ equity interest therein (whether direct or indirect) as reasonably determined estimated by the Borrower). Accordingly, Holdings (and such designation shall only be permitted only if to the extent such Investment represented thereby would be is permitted under Section 7.03. (c) ‎Section 6.6). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence on or granting as applicable, at the date time of such designation of any then-existing Investment, Indebtedness or Liens Lien of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees as applicable; provided that upon any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Holdings shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) Holdings’ “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 Holdings’ equity therein (whether direct or indirect) as reasonably estimated by the Borrowers at the time of such re-designation.

Designation of Subsidiaries. (a) The Borrower Sponsor may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) no Unmatured Credit Event of Default or Credit Event shall exist immediately prior or immediately after giving effect to such designation; (iib) the Borrower Sponsor shall have delivered to the Administrative Agent Servicer a certificate Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower Credit Parties would be in compliance with a Total Net Leverage Ratio the financial covenants in Article VII measured as of 2.00:1.00 the last day of the most recently ended Fiscal Quarter for the applicable Calculation Periodwhich financial statements are required to have been delivered hereunder; (iiic) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (Ai) owns any Equity Interests equity interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower Holdings or any Restricted Subsidiary or (Bii) Guarantees any Indebtedness of the Borrower Holdings or any Restricted Subsidiary (other than deferred purchase price arrangements after giving effect to the release of the Guarantee of the Guaranteed Obligations by such Subsidiary in connection with the ordinary course of business); (iv) in the case of a designation of a Restricted such Subsidiary as an Unrestricted Subsidiary, each ); (d) any Unrestricted Subsidiary of such that has been re-designated as a Restricted Subsidiary has been, or concurrently therewith will be, may not subsequently be re-designated as an Unrestricted Subsidiary in accordance with this Section 6.18Subsidiary; and (ve) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently concurrent with such designation, designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment (which must be an Investment permitted pursuant to Section 8.4) by its direct parent (whether the Borrower Sponsor or a Restricted Subsidiary) in such Subsidiary on the date of such designation in an amount equal to the outstanding amount of all Investments by Holdings, the Borrower Sponsor and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03date. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by Holdings, the Borrower Sponsor and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by Holdings, the Borrower Sponsor and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings, the Borrower Sponsor or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of Holdings, the Borrower Sponsor or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” (or otherwise becomes subject to the covenants) under any Additional Indebtedness, then the Borrower Servicer shall, concurrently concurrent therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary. Notwithstanding any of the definitions or covenants contained in this Agreement to the contrary, Holdings and the Sponsor will not, and will not permit any Restricted Subsidiary to, consummate any transaction that results in the transfer (whether by way of any Restricted Payment, Investment, or any sale, conveyance, transfer, or other disposition, or a designation of a Subsidiary as an Unrestricted Subsidiary or of an Unrestricted Subsidiary as a Subsidiary, and whether in a single transaction or a series of related transactions) of material intellectual property rights (including patents, trademarks, service marks, tradenames, copyrights, proprietary leasing records and systems and other intellectual property) from Holdings, the Sponsor or any Restricted Subsidiary to any Unrestricted Subsidiary. Except as expressly set forth herein, Unrestricted Subsidiaries will not be subject to any of the covenants set forth in this Agreement.

Designation of Subsidiaries. (a) The Borrower may at any time after the Closing Date designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall exist immediately prior or immediately after giving effect to such designation; have occurred and be continuing, (ii) the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Borrower shall have delivered deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating that after giving effect to such designation on a Pro Forma BasisConsolidated Interest Coverage Ratio), the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if such it is a “Restricted Subsidiary Subsidiary” for the purpose of any of the Senior Notes, the Revolving Credit Agreement, any Additional Senior Secured Indebtedness, any Junior Secured Indebtedness or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness ofother Indebtedness, or owns or holds any Liens onas applicable, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); constituting Material Indebtedness, (iv) in the case of a designation of a no Restricted Subsidiary as may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, each (v) if a Restricted Subsidiary of such Subsidiary has been, or concurrently therewith will be, is being designated as an Unrestricted Subsidiary in accordance with hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), plus (B) the aggregate fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.18; 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed $500,000,000 in the aggregate as of such Designation Date pro forma for such designation, and (vvi) no Restricted Subsidiary that is shall be a Guarantor may be designated as Subsidiary of an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower in such or its applicable Restricted Subsidiary on therein at the date of such designation in an amount equal to the outstanding amount fair market value of all Investments by the Borrower and its Borrower’s or such Restricted Subsidiaries in such Subsidiary on such date Subsidiary’s (as reasonably determined by the Borrower)applicable) investment therein. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date time and (ii) for purposes of calculating the outstanding amount of Investments a return on any Investment by the Borrower and or any of its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by Subsidiaries pursuant to the Borrower and its Restricted Subsidiaries in such Subsidiary preceding sentence in an amount equal to the outstanding amount lesser of all such Investments in such Subsidiary on (x) the fair market value at the date of such designation. designation of the Borrower’s or its Restricted Subsidiary’s (das applicable) If at any time any Unrestricted Investment in such Subsidiary and (iy) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property the amount of Investments made by the Borrower or any its Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements Subsidiaries in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as a Restricted an Unrestricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower may at any time after the Closing Date designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior or immediately after giving effect to such designation; (ii) the Borrower shall have delivered Subsidiary by delivering to the Administrative Agent a certificate demonstrating 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: (a) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b) after giving effect to such designation on a Pro Forma Basis(and clause (c) below), the Borrower would be in compliance with a Total Net pro forma Consolidated Secured Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; Applicable Reference Period is no greater than 2.00 to 1.00; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (ivc) 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 6.186.11; (d) the Payment Conditions are met; and and (ve) no in the case of a designation of a Restricted Subsidiary that is a Guarantor may as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiarySubsidiary” under any Indebtedness of Permitted Term Loans (and, to the Borrower and extent applicable, any Restricted Subsidiary consisting of other agreement governing Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of the Permitted Term Loans) or any Permitted Notes and in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as a “Restricted Subsidiary” under the Permitted Terms (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the foregoing (collectively, “Additional Indebtedness”). (bPermitted Term Loans) or Permitted Notes. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount fair market value of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date Borrower’s Investment therein (as determined reasonably determined and in good faith by the Borrowera Responsible Officer). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal time. Notwithstanding anything to the outstanding amount contrary contained in this Section 6.11, in no event shall any Restricted Subsidiary contributing more than 20% of all such Investments in such the Borrowing Base be designated an Unrestricted Subsidiary on unless the date of Administrative Agent receives a completed Borrowing Base Certificate concurrently with such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The U.S. Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary upon prior written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall exist immediately prior or have occurred and be continuing, (ii) immediately after giving effect to such designation; , the U.S. Borrower shall be in compliance, on a Pro Forma Basis, with the covenant set forth in Section 6.12 (it being understood that as a condition precedent to the effectiveness of any such designation, the U.S. Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the U.S. Borrower setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or any other defined term having a similar purpose) for the purpose of the Term Loan Documents, the Bridge Loan Documents, the Exchange Note Documents or any Subordinated Debt Documents (unless concurrently designated as an Unrestricted Subsidiary under such documents as well), (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it owns any Equity Interests of, or holds any Indebtedness of, any other Restricted Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the net tangible assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of net tangible assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 5.18 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed (i) 5.0% of Consolidated Net Tangible Assets at such date or (ii) 5.0% of Consolidated EBITDA for the period of four Fiscal Quarters most recently ended for which financial statements have been or are required to have been delivered pursuant to Sections 4.01(h), 5.01(a) or 5.01(b), as applicable, as of such Designation Date, in each case, pro forma for such designation, and (vii) the U.S. Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation of a Financial Officer of the U.S. Borrower on a Pro Forma Basis, behalf of the U.S. Borrower would be in certifying compliance with a Total Net Leverage Ratio the provisions of 2.00:1.00 for the applicable Calculation Period; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) 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 6.18; and (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with 5.18 setting forth in reasonable detail the computations necessary to determine such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) compliance. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the U.S. Borrower in such Subsidiary on and its Restricted Subsidiaries, as applicable, therein at the date of such designation Designation Date in an amount equal to the outstanding amount net book value of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower)applicable parties’ investment therein. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of all Investments, Indebtedness and Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the U.S. 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 any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower U.S. Borrower’s and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries ’ (as applicable) Investment in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on Subsidiary. On or promptly after the date of such its formation, acquisition, designation or re-designation. (d) If at any time any , as applicable, each Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements an Unrestricted Subsidiary that is a Non-U.S. Subsidiary) shall have entered into a tax sharing agreement containing terms that, in the ordinary course reasonable judgment of business) or (iii) ceases to be the Administrative Agent, provide for an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiaryappropriate allocation of tax liabilities and benefits.

Designation of Subsidiaries. (a) The Borrower may at any time after the Closing Date designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior or immediately after giving effect to such designation; (ii) the Borrower shall have delivered Subsidiary by delivering to the Administrative Agent a certificate demonstrating 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: (a) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b) after giving effect to such designation on a Pro Forma Basis(and clause (c) below), the Borrower would be in compliance with a Total Net pro forma Consolidated Secured Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; Applicable Reference Period is no greater than 2.00 to 1.00; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (ivc) 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 6.186.11; (d) the Payment Conditions are met; and and (ve) no in the case of a designation of a Restricted Subsidiary that is a Guarantor may as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiarySubsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Loan Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the Term Loans) and in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as a “Restricted Subsidiary” under the Term Loan Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the foregoing (collectively, “Additional Indebtedness”Term Loans). (b) . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount fair market value of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date Borrower’s Investment therein (as determined reasonably determined and in good faith by the Borrowera Responsible Officer). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal time. Notwithstanding anything to the outstanding amount contrary contained in this Section 6.11, in no event shall any Restricted Subsidiary contributing more than 20% of all such Investments in such the Borrowing Base be designated an Unrestricted Subsidiary on unless the date of Administrative Agent receives a completed Borrowing Base Certificate concurrently with such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The An Authorized Officer of Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed 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 exist immediately prior or have occurred and be continuing, (ii) immediately after giving effect to such designation; (ii) the , Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower would be in pro forma compliance with each of the covenants set forth in Section 6.7, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a Total Net Leverage Ratio of 2.00:1.00 “Restricted Subsidiary” for the applicable Calculation Period; purpose of any subordinated Indebtedness of any Credit Party, (iiiiv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a designation of a Restricted Subsidiary as it was previously designated an Unrestricted Subsidiary, each (v) Borrower shall deliver to Administrative Agent at least five Business Days prior to such designation a certificate of an Authorized Officer of Borrower, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (i) through (iv) of this Section 5.15 and, if applicable, certifying that such subsidiary meets the requirements of an “Unrestricted Subsidiary” and (vi) at least ten days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, with respect to such subsidiary. The designation of such Subsidiary has been, or concurrently therewith will be, designated any subsidiary as an Unrestricted Subsidiary in accordance with (whether pursuant to Schedule 4.1 or this Section 6.18; and (v5.15) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on therein at the date of such designation in an amount equal to the outstanding amount fair market value of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower)’s Investment therein. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on by such Restricted Subsidiary at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designationtime. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed 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 exist immediately prior or have occurred and be continuing, (ii) immediately after giving effect to such designation; (ii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower would and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.7, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a Total Net Leverage Ratio of 2.00:1.00 “Restricted Subsidiary” for the applicable Calculation Period; purpose of the Senior Credit Agreement or the documentation relating to the Permanent Debt, (iiiiv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) 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, it was previously designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and (v) no Restricted Subsidiary Borrower shall deliver to Administrative Agent at least five Business Days prior to such designation a certificate of an Authorized Officer of Borrower certifying as to compliance with the foregoing clauses (i) through (iv) of this Section 5.13 and, if applicable, certifying that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as subsidiary meets the requirements of an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional IndebtednessUnrestricted Subsidiary”). (b) . The designation of any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on therein at the date of such designation in an amount equal to the outstanding fair market value of Borrower’s Investment therein; provided that upon a redesignation of such subsidiary as a Restricted Subsidiary, 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 all (A) the fair market value of Investments by the of Borrower and its Restricted Subsidiaries in such Unrestricted Subsidiary on at the time of such date redesignation, combination or transfer (or of the assets transferred or conveyed, as reasonably determined by applicable) and (B) the fair market value of Investments of Borrower and its Subsidiaries made in connection with the designation of such Subsidiary as an Unrestricted Subsidiary minus (ii) the portion (proportionate to 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. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designationtime. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Administrative Borrower may at any time after the Closing Date designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) of the Borrowers as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior or immediately before and after giving effect to such designation; (ii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, (x) no Event of Default shall have occurred and be continuing, and (y) after giving effect to such designation, the Payment Conditions shall have been satisfied, (ii) no Borrower would may be in compliance with designated as an Unrestricted Subsidiary, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a Total Net Leverage Ratio of 2.00:1.00 “Restricted Subsidiary” for the applicable Calculation Period; purpose of the Term Loan Documents, the New Notes Documents or the Senior Unsecured 2022 Notes Documents, (iiiiv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) no Unrestricted Subsidiary shall own any Equity Interests in the Administrative Borrower or its Restricted Subsidiaries, (vi) no Unrestricted Subsidiary shall hold any Indebtedness of, or any Lien on any property of, the Administrative Borrower and its Restricted Subsidiaries, (vii) the holder of any Indebtedness of any Unrestricted Subsidiary shall not have any recourse to the Administrative Borrower and its Restricted Subsidiaries with respect to such Restricted Subsidiary Indebtedness except to the extent otherwise permitted hereunder, (viii) none of Holdings or any of its Restricted Subsidiaries (A) owns shall have any obligation to subscribe for additional Equity Interests or Indebtedness of, or owns or holds of any Liens on, any property of the Borrower or any Restricted Unrestricted Subsidiary or (B) Guarantees to preserve or maintain the financial condition of any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) 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 6.18; and (vix) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with (A) none of its assets were included in the calculation of any Borrowing Base immediately prior to such designation, such Restricted Subsidiary is Subsidiary's being designated as an “unrestricted subsidiary” under any Indebtedness Unrestricted Subsidiary, and (B) it holds no assets necessary to the conduct of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured IndebtednessLoan Parties’ operations (including, Permitted Additional Unsecured Indebtednesswithout limitation, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”Intellectual Property). (b) . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower in such Subsidiary on Holdings (or its applicable Restricted Subsidiary) therein at the date of such designation in an amount equal to the outstanding amount Fair Market Value of all Investments by the Borrower and Holdings’ or its Restricted Subsidiaries in such Subsidiary on such date Subsidiary’s (as reasonably determined by the Borrower)applicable) investment therein. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and time, (iiy) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments any Investment by Holdings (or its applicable Restricted Subsidiary) in Unrestricted Subsidiaries pursuant to the Borrower and its Restricted Subsidiaries in such Subsidiary preceding sentence in an amount equal to the outstanding amount of all such Investments in such Subsidiary on Fair Market Value at the date of such designation. designation of Holdings or its Subsidiary’s (das applicable) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Investment in such Subsidiary, and (iiz) Guarantees any Indebtedness the formation or acquisition of the Borrower or any a Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course for purposes of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted SubsidiarySection 5.10.

Designation of Subsidiaries. (a) The board of directors of the Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary of the Borrower as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Event of Default shall exist immediately prior or immediately after giving effect to such designation; (ii) have occurred and be continuing and Holdings and the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation be in compliance, on a Pro Forma Basispro forma basis with Section 7.15 as of the last day of the most recently ended Test Period, the Borrower (b) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 “Restricted Subsidiary” for the applicable Calculation Period; purpose of any Permitted Incremental Equivalent Debt, Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Junior Financing or any other Indebtedness of any Loan Party and (iiic) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if immediately after giving effect to such designation the aggregate Consolidated EBITDA of all Subsidiaries that have been designated as Unrestricted Subsidiaries and have not at such time been re-designated as Restricted Subsidiary or any Subsidiaries exceeds 5.0% of Consolidated EBITDA of Holdings, the Borrower and its Subsidiaries at such time (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) provided that in the case of a designation Subsidiaries with Consolidated EBITDA of a Restricted Subsidiary as an Unrestricted Subsidiaryless than zero, each Subsidiary the Total Assets of such Subsidiary has beenSubsidiaries, taken together with all other Subsidiaries that at any time have been or concurrently therewith will be, are designated as an Unrestricted Subsidiary in accordance with this Section 6.18; Subsidiaries and (v) no Restricted Subsidiary that is a Guarantor may be have not at such time been re-designated as an Unrestricted Subsidiary unless concurrently with such designationRestricted Subsidiaries, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness shall not exceed 5.0% of Total Assets of Holdings, the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”its Subsidiaries at such time). (b) . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on therein at the date of such designation in an amount equal to the outstanding amount net book value of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower)’s investment therein. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date time and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments any Investment by the Borrower and its Restricted Loan Parties in Unrestricted Subsidiaries in such Subsidiary pursuant to the preceding sentence in an amount equal to the outstanding amount of all such Investments in such Subsidiary on net book value at the date of such designation. designation of the Loan Parties’ (das applicable) If at any time Investment in such Subsidiary and may be accomplished via a merger or consolidation of such Unrestricted Subsidiary with, or the sale of all or substantially all of such Restricted Subsidiaries’ assets to, a Restricted Subsidiary or the Borrower. Notwithstanding the foregoing, any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any that has been re-designated a Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to may not be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, subsequently re-designate such designated as an Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower may at any time after the Closing Date designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior or immediately after giving effect to such designation; (ii) the Borrower shall have delivered Subsidiary by delivering to the Administrative Agent a certificate demonstrating of a Responsible Officer specifying such designation and certifying that after giving effect the conditions to such designation set forth in this Section 6.11 are satisfied; provided that: (a) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the pro forma Consolidated Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Periodis no greater than 3.00 to 1.00; 116 (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (ivc) 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 6.186.11; and (vd) no in the case of a designation of a Restricted Subsidiary that is a Guarantor may as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiarySubsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Loan Credit Agreement and the Unsecured Notes Indenture (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the Term Loans or the Unsecured Notes) and in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as a “Restricted Subsidiary” under the Term Loan Credit Agreement and the Unsecured Notes Indenture (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the foregoing (collectively, “Additional Indebtedness”Term Loans or the Unsecured Notes). (b) . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the outstanding amount fair market value of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date Borrower’s Investment therein (as determined reasonably determined and in good faith by the Borrowera Responsible Officer). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designationtime. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Parent Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed 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 exist immediately prior or immediately after giving effect to such designation; have occurred and be continuing, (ii) the Borrower shall have delivered no Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower would be any Group Member (other than usual and customary carve out matters in compliance connection with a Total Net Leverage Ratio receivables or similar securitization for which the Parent Borrower provides an unsecured guarantee with respect to fraud, misappropriation, breaches of 2.00:1.00 representations and warranties and misapplication for which no claim for payment or performance thereof has been made that would constitute a liability of the applicable Calculation Period; Parent Borrower in accordance with GAAP), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or it was previously designated an Unrestricted Subsidiary; provided that any Restricted Subsidiary designated as an Unrestricted Subsidiary prior to or (B) Guarantees any Indebtedness as of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) in the case of a designation of Closing Date may be redesignated as a Restricted Subsidiary after the Closing Date and subsequently as an Unrestricted Subsidiary, each Subsidiary of but no further redesignations with respect to such Subsidiary has beenshall be permitted, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and (viv) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently 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 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 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 7.5% 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 7.5% 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 and (viii) no Restricted Subsidiary may (x) be designated as an Unrestricted Subsidiary if such Restricted Subsidiary is designated as an “unrestricted subsidiary” under owns Material Intellectual Property at the time of such designation designation or (y) make any Indebtedness Disposition or Investment in the form of the Borrower and a transfer of title (or transfer of similar effect) of Material Intellectual Property to or in any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”)Unrestricted Subsidiary. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower in such Subsidiary on therein, at the date of such designation in an amount equal to the outstanding amount fair market value of all Investments the Parent Borrower’s investment therein as determined in good faith by any Responsible Officer of the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Parent Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall, at the time of such designation, constitute the incurrence of any Indebtedness of or Liens on such Subsidiary existing at such time. Upon a redesignation of any Subsidiary as a Restricted Subsidiary, the Investments of the Parent Borrower in Unrestricted Subsidiaries shall constitute 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 any Responsible Officer 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 or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by any Responsible Officer of the Parent Borrower. 110 (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 day equal to or greater than 7.5% of the incurrence on 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 7.5% 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 designation of any InvestmentUnrestricted Subsidiaries as Restricted Subsidiaries in accordance with Section 6.13(a) such that, Indebtedness or Liens following such designation(s), Unrestricted Subsidiaries have, in the aggregate (i) total assets at the last day of such Subsidiary existing on Reference Period of less than 7.5% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date and (ii) for purposes total revenues during such Reference Period of calculating less than 7.5% of the outstanding amount consolidated revenues of Investments by the Parent Borrower and its Restricted Subsidiaries for such period, in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries each case determined in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designationaccordance with GAAP. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) no Default or Event of Default shall exist immediately prior or immediately after giving effect to such designation; (iib) the Borrower shall have delivered to the Administrative Agent a certificate Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower Loan Parties would be in compliance with a Total Net Leverage Ratio the financial covenants in Article VI measured as of 2.00:1.00 the last day of the most recently ended Fiscal Quarter for the applicable Calculation Periodwhich financial statements are required to have been delivered hereunder; (iiic) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (Ai) owns any Equity Interests equity interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower Holdings or any Restricted Subsidiary or (Bii) Guarantees any Indebtedness of the Borrower Holdings or any Restricted Subsidiary (other than deferred purchase price arrangements after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the ordinary course of business); (iv) in the case of a designation of a Restricted such Subsidiary as an Unrestricted Subsidiary, each ); (d) any Unrestricted Subsidiary of such that has been re-designated as a Restricted Subsidiary has been, or concurrently therewith will be, may not subsequently be re-designated as an Unrestricted Subsidiary in accordance with this Section 6.18Subsidiary; and (ve) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently concurrent with such designation, designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment (which must be an Investment permitted pursuant to Section 7.4) by its direct parent (whether the Borrower or a Restricted Subsidiary) in such Subsidiary on the date of such designation in an amount equal to the outstanding amount of all Investments by Holdings, the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower)date. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by Holdings, the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by Holdings, the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) . If at any time any Unrestricted Subsidiary (i) owns any Equity Interests equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings, the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of Holdings, the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” (or otherwise becomes subject to the covenants) under any Additional Indebtedness, then the Borrower shall, concurrently concurrent therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary. Notwithstanding any of the definitions or covenants contained in this Agreement to the contrary, Holdings and the Borrower will not, and will not permit any Restricted Subsidiary to, consummate any transaction that results in the transfer (whether by way of any Restricted Payment, Investment, or any sale, conveyance, transfer, or other disposition, or a designation of a Subsidiary as an Unrestricted Subsidiary or of an Unrestricted Subsidiary as a Subsidiary, and whether in a single transaction or a series of related transactions) of material intellectual property rights (including patents, trademarks, service marks, tradenames, copyrights, proprietary leasing records and systems and other intellectual property) from Holdings, the Borrower or any Restricted Subsidiary to any Unrestricted Subsidiary. Except as expressly set forth herein, Unrestricted Subsidiaries will not be subject to any of the covenants set forth in this Agreement.

Designation of Subsidiaries. (a) The Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) no Default or Event of Default shall exist immediately prior or immediately after giving effect to such designation; (iib) the Borrower shall have delivered to the Administrative Agent a certificate Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower Loan Parties would be in compliance with a Total Net Leverage Ratio the financial covenants in Article VI measured as of 2.00:1.00 the last day of the most recently ended Fiscal Quarter for the applicable Calculation Periodwhich financial statements are required to have been delivered hereunder; (iiic) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (Ai) owns any Equity Interests equity interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower Holdings or any Restricted Subsidiary or (Bii) Guarantees any Indebtedness of the Borrower Holdings or any Restricted Subsidiary (other than deferred purchase price arrangements after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the ordinary course of business); (iv) in the case of a designation of a Restricted such Subsidiary as an Unrestricted Subsidiary, each ); (d) any Unrestricted Subsidiary of such that has been re-designated as a Restricted Subsidiary has been, or concurrently therewith will be, may not subsequently be re-designated as an Unrestricted Subsidiary in accordance with this Section 6.18Subsidiary; and (ve) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently concurrent with such designation, designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment (which must be an Investment permitted pursuant to Section 7.4) by its direct parent (whether the Borrower or a Restricted Subsidiary) in such Subsidiary on the date of such designation in an amount equal to the outstanding amount of all Investments by Holdings, the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03date. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by Holdings, the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by Holdings, the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings, the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of Holdings, the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” (or otherwise becomes subject to the covenants) under any Additional Indebtedness, then the Borrower shall, concurrently concurrent therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary. Notwithstanding any of the definitions or covenants contained in this Agreement to the contrary, Holdings and the Borrower will not, and will not permit any Restricted Subsidiary to, consummate any transaction that results in the transfer (whether by way of any Restricted Payment, Investment, or any sale, conveyance, transfer, or other disposition, or a designation of a Subsidiary as an Unrestricted Subsidiary or of an Unrestricted Subsidiary as a Subsidiary, and whether in a single transaction or a series of related transactions) of material intellectual property rights (including patents, trademarks, service marks, tradenames, copyrights, proprietary leasing records and systems and other intellectual property) from Holdings, the Borrower or any Restricted Subsidiary to any Unrestricted Subsidiary. Except as expressly set forth herein, Unrestricted Subsidiaries will not be subject to any of the covenants set forth in this Agreement.

Designation of Subsidiaries. (a) The Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary upon prior written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall exist immediately prior or have occurred and be continuing, (ii) 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 6.12 and 6.13 as at the date of the last ended Test Period (it being understood that as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or any other defined term having a similar purpose) for the purpose of the Revolving Credit Loan Documents, the Bridge Loan Documents, the Exchange Note Documents or any Subordinated Debt Documents (unless concurrently designated as an Unrestricted Subsidiary under such documents as well), (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it owns any Equity Interests of, or holds any Indebtedness of, any other Restricted Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the net tangible assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of net tangible assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 5.18 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed (i) 5.0% of Consolidated Net Tangible Assets at such date or (ii) 5.0% of Consolidated EBITDA for the period of four Fiscal Quarters most recently ended for which financial statements have been or are required to have been delivered pursuant to Sections 4.01(h), 5.01(a) or 5.01(b), as applicable, as of such Designation Date, in each case, pro forma for such designation, and (vii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on of a Pro Forma Basis, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property Financial Officer of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness on behalf of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in certifying compliance with the ordinary course provisions of business); (iv) 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 6.18; and (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with 5.18 setting forth in reasonable detail the computations necessary to determine such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) compliance. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower in such Subsidiary on and its Restricted Subsidiaries, as applicable, therein at the date of such designation Designation Date in an amount equal to the outstanding amount net book value of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower)applicable parties’ investment therein. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of all Investments, Indebtedness and Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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 any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower Borrower’s and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries ’ (as applicable) Investment in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on Subsidiary. On or promptly after the date of such its formation, acquisition, designation or re-designation. (d) If at any time any , as applicable, each Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements an Unrestricted Subsidiary that is a Non-U.S. Subsidiary) shall have entered into a tax sharing agreement containing terms that, in the ordinary course reasonable judgment of business) or (iii) ceases to be the Administrative Agent, provide for an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiaryappropriate allocation of tax liabilities and benefits.

Designation of Subsidiaries. (a) The Administrative Borrower may at any time after the Closing Date designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) of the Borrowers as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately prior or immediately before and after giving effect to such designation; (ii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, (x) no Event of Default shall have occurred and be continuing, and (y) after giving effect to such designation, the Payment Conditions shall have been satisfied, (ii) no Borrower would may be in compliance with designated as an Unrestricted Subsidiary, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a Total Net Leverage Ratio of 2.00:1.00 “Restricted Subsidiary” for the applicable Calculation Period; purpose of the Term Loan Documents, the New Notes Documents or the Senior Unsecured 2022 Notes Documents, (iiiiv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) no Unrestricted Subsidiary shall own any Equity Interests in the Administrative Borrower or its Restricted Subsidiaries, (vi) no Unrestricted Subsidiary shall hold any Indebtedness of, or any Lien on any property of, the Administrative Borrower and its Restricted Subsidiaries, (vii) the holder of any Indebtedness of any Unrestricted Subsidiary shall not have any recourse to the Administrative Borrower and its Restricted Subsidiaries with respect to such Restricted Subsidiary Indebtedness except to the extent otherwise permitted hereunder, (viii) none of Holdings or any of its Restricted Subsidiaries (A) owns shall have any obligation to subscribe for additional Equity Interests or Indebtedness of, or owns or holds of any Liens on, any property of the Borrower or any Restricted Unrestricted Subsidiary or (B) Guarantees to preserve or maintain the financial condition of any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) 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 6.18; and (vix) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with (A) none of its assets were included in the calculation of any Borrowing Base immediately prior to such designation, such Restricted Subsidiary is Subsidiary’s being designated as an “unrestricted subsidiary” under any Indebtedness Unrestricted Subsidiary, and (B) it holds no assets necessary to the conduct of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured IndebtednessLoan Parties’ operations (including, Permitted Additional Unsecured Indebtednesswithout limitation, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”Intellectual Property). (b) . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower in such Subsidiary on Holdings (or its applicable Restricted Subsidiary) therein at the date of such designation in an amount equal to the outstanding amount Fair Market Value of all Investments by the Borrower and Holdings’ or its Restricted Subsidiaries in such Subsidiary on such date Subsidiary’s (as reasonably determined by the Borrower)applicable) investment therein. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and time, (iiy) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments any Investment by Holdings (or its applicable Restricted Subsidiary) in Unrestricted Subsidiaries pursuant to the Borrower and its Restricted Subsidiaries in such Subsidiary preceding sentence in an amount equal to the outstanding amount of all such Investments in such Subsidiary on Fair Market Value at the date of such designation. designation of Holdings or its Subsidiary’s (das applicable) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Investment in such Subsidiary, and (iiz) Guarantees any Indebtedness the formation or acquisition of the Borrower or any a Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course for purposes of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted SubsidiarySection 5.10.

Designation of Subsidiaries. (a) The board of directors of the Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall exist immediately prior or have occurred and be continuing, (ii) immediately after giving effect to such designation; (ii) , the Borrower and the Restricted Subsidiaries shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation be in compliance, on a Pro Forma Basis, with the Borrower would be covenants set forth in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; Sections 7.02, 7.03 and 7.06, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such it was previously designated an Unrestricted Subsidiary, (iv) no Subsidiary of an Unrestricted Subsidiary may be designated as a Restricted Subsidiary, (v) no Subsidiary or any of its Subsidiaries (A) that owns any Equity Interests in or Indebtedness of, or owns or holds any Liens Lien on, any property of the Borrower or any Restricted Subsidiary (other than any Subsidiary of the Subsidiary to be so designated), may be designated an Unrestricted Subsidiary, (vi) each Subsidiary to be so designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or (B) Guarantees otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiary and (other than deferred purchase price arrangements in the ordinary course of business); (ivvii) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, each neither Intermediate Holdco nor OpCo nor any primary operating Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and (v) no Restricted Subsidiary that is a Guarantor the Borrower may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on and the Restricted Subsidiaries therein at the date of such designation in an amount equal to the outstanding amount net book value of all Investments by their investments therein at the time of such designation; provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Borrower and its Restricted Subsidiaries shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Borrower’s “Investment” in such Subsidiary on at the time of such date redesignation, less (as reasonably determined by y) the portion (proportionate to the Borrower)’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date and time. Nothing contained in this Section 6.17 shall restrict a Disposition that is otherwise permitted by Section 7.05 (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, including a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in Disposition to an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designationMLP or GP). (db) If at any time any Any Person that becomes an Acquired Non-Guarantor as a result of a Permitted Acquisition and that is a Subsidiary shall become an Unrestricted Subsidiary upon consummation of such Permitted Acquisition. Any Person that becomes an Acquired Non-Guarantor as a result of a Permitted Acquisition and that is not a Subsidiary, but becomes a Subsidiary at a later date, shall become an Unrestricted Subsidiary at the time it becomes a Subsidiary (i) owns any Equity Interests or Indebtedness ofunless, or owns or holds any Liens onat the time it becomes a Subsidiary, any property of the Borrower or any it would be required to become a Subsidiary Guarantor if it were a Restricted Subsidiary). Notwithstanding the foregoing, (ii) Guarantees any Indebtedness of the Borrower or any a Subsidiary shall not be required to become a Restricted Subsidiary if it is the Subsidiary of an Unrestricted Subsidiary. The second sentence of paragraph (other than deferred purchase price arrangements in the ordinary course of businessa) or above shall not apply to Subsidiaries that become Unrestricted Subsidiaries pursuant to this paragraph (iiib). If any Subsidiary becomes an Unrestricted Subsidiary pursuant to this paragraph (b) ceases and is thereafter designated as a Restricted Subsidiary pursuant to paragraph (a) above, such Subsidiary shall continue to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, reAcquired Non-designate such Unrestricted Guarantor unless and until it becomes a Subsidiary as a Restricted SubsidiaryGuarantor.

Designation of Subsidiaries. Nielsen (awith the consent of the Company) The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of any Covenant Party (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiaryother than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall exist immediately prior or immediately after giving effect to such designation; have occurred and be continuing, (ii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis[reserved], the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such it is a “Restricted Subsidiary Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness ofJunior Financing, or owns or holds any Liens onas applicable, any property of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) 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 6.18; and (v) no Restricted Subsidiary that is a Guarantor may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary unless concurrently with hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower in such Subsidiary on Covenant Parties therein at the date of such designation in an amount equal to the outstanding amount net book value of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date Covenant Parties’ (as reasonably determined by the Borrower)applicable) investment therein. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on at such date time and (iiy) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments any Investment by the Borrower and its Restricted Covenant Parties in Unrestricted Subsidiaries in such Subsidiary pursuant to the preceding sentence in an amount equal to the outstanding amount of all such Investments in such Subsidiary on fair market value at the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property designation of the Borrower or any Restricted Subsidiary, Covenant Parties’ (iias applicable) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements Investment in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower Company may at any time after the Closing Date designate (or re-designate) any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) as of the date of the designation thereof, no Event Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary simultaneously with the aforementioned designation in accordance with the terms of Default shall exist immediately prior this Section 5.10) or immediately after giving effect hold any Indebtedness of or any Lien on any property of the Company or its Restricted Subsidiaries (unless the Company or such Restricted Subsidiary is permitted hereunder to incur such designation; Indebtedness or grant such Lien in favor of such Unrestricted Subsidiary), and (ii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary unless, at the time thereof and after giving effect thereto, on a Pro Forma Basis, the Company would be in compliance with the covenant set forth in Section 6.15(a), whether or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of not the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) 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 6.18; and (v) no Restricted Subsidiary that Revolving Facility Test Condition is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) then satisfied. The designation of any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on Company therein at the date of such designation in an amount equal to the outstanding amount portion of all Investments the fair market value of the net assets of such Restricted Subsidiary attributable to the Company’s equity interest therein as estimated by the Borrower Company in good faith (and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower). Accordingly, such designation shall only be permitted only if to the extent such Investment represented thereby would be is permitted under Section 7.03. 6.06); provided that if any subsidiary (ca “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “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 on or making, as applicable, at the date time of such designation of any then-existing Investment, Indebtedness or Liens Lien of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, as applicable; provided that upon a re-designate such designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Company’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 Company’s equity therein at the time of such re-designation. As of the Closing Date, the subsidiaries listed on Schedule 5.10 hereto have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. (a) The Borrower may Solely in the Borrower’s discretion, at any time and from time to time, designate (or re-designate) any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) of the Borrower as an Unrestricted Subsidiary or designate (or re-designate) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that: (a) immediately before and after such designation (or re-designation), (i) no Event of Default shall exist immediately prior have occurred and be continuing and (ii) the Borrower shall be in compliance with the Financial Covenant (whether or immediately not then required to be tested) for the most recently ended Test Period on a Pro Forma Basis after giving effect to such designation; ; (iib) the Borrower shall have delivered fair market value of the Subsidiary to the Administrative Agent a certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) no Restricted Subsidiary may be designated (or re-designated) as an Unrestricted Subsidiary if at such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of time shall be treated as an Investment by the Borrower in such Unrestricted Subsidiary at such time in accordance with Section 7.02; (c) the Subsidiary to be designated (or any Restricted Subsidiary or (Bre-designated) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) 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 shall be treated in accordance with this Section 6.18; and a substantially similar fashion (vas determined by the Borrower in good faith) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness Incremental Equivalent Debt, Permitted Ratio Debt or Incurred Acquisition Ratio Debt or any Permitted Refinancing of the Borrower and foregoing, as applicable; (d) the Subsidiary to be designated (or re-designated) as an Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests of, or hold a Lien on any property of, any Loan Party or any other Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”other than another Restricted Subsidiary that is also being designated as an Unrestricted Subsidiary at such time).; and (be) the Subsidiary to be designated as an Unrestricted Subsidiary does not own, and does not hold an exclusive license with respect to, any Material Intellectual Property. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower in such Subsidiary on therein at the date of such designation in an amount equal to the outstanding amount fair market value of all Investments the Borrower’s or its Subsidiary’s (as applicable) Investment therein as reasonably estimated by the Borrower (and its Restricted Subsidiaries in such Subsidiary on such date (as reasonably determined by the Borrower). Accordingly, such designation shall only be permitted only if to the extent such Investment represented thereby would be is otherwise permitted under Section 7.03. (c) 7.02). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on or making, as applicable, at the date time of such designation of any then-existing Investment, Indebtedness or Liens Lien of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower or any Restricted Subsidiary, (ii) Guarantees as applicable; provided that upon a redesignation of any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s Investment in such Restricted Subsidiary at the time of such 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 time of such re-designation. Notwithstanding anything to the contrary herein or in any other Loan Document, (i) Unrestricted Subsidiaries will not be subject to the representations and warranties, covenants, Defaults or Events of Default provisions of the Loan Documents, (ii) the results of operations and indebtedness of Unrestricted Subsidiaries will not be taken into account for purposes of determining any financial ratio or covenant contained in the Loan Documents, and (iii) the cash and Cash Equivalents of any Unrestricted Subsidiary will not be taken into account for purposes of any net debt calculation under the Loan Documents (except to the extent distributed or otherwise transferred to the Borrower or any of its Restricted Subsidiaries).

Designation of Subsidiaries. (a) The board of directors of the Domestic Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall exist immediately prior or have occurred and be continuing, (ii) immediately after giving effect to such designation; , the Payment Conditions shall have been satisfied (ii) and, as a condition precedent to the effectiveness of any such designation, the Domestic Borrower shall have delivered deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating that after giving effect to such designation on a Pro Forma Basissatisfaction thereof), the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) no Restricted Borrower may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it would be a “Restricted Subsidiary Subsidiary” for the purpose of the Term Facility or any other Indebtedness of its Subsidiaries any Loan Party that contemplates “unrestricted” subsidiaries, (Av) owns no Unrestricted Subsidiary shall own any Equity Interests in the Loan Parties or their Restricted Subsidiaries, (vi) no Unrestricted Subsidiary shall hold any Indebtedness of, or owns or holds any Liens on, Lien on any property of, the Loan Parties and their Restricted Subsidiaries, (vii) the holder of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of any Unrestricted Subsidiary shall not have any recourse to the Borrower Loan Parties and their Restricted Subsidiaries with respect to such Indebtedness, (vii) no Unrestricted Subsidiary shall be a party to any transaction or arrangement with the Loan Parties and their Restricted Subsidiaries that would not be permitted by Section 7.09, and (viii) none of the Borrowers or any of their Restricted Subsidiaries shall have any obligation to subscribe for additional Equity Interests of any Unrestricted Subsidiary (other than deferred purchase price arrangements in or to preserve or maintain the ordinary course financial condition of business); (iv) in the case of a designation of a Restricted Subsidiary as an any Unrestricted Subsidiary, each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) ,. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Domestic Borrower in such Subsidiary on and its Restricted Subsidiaries therein at the date of such designation in an amount equal to the outstanding amount of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (fair market value as reasonably determined by the Domestic Borrower in good faith of the Domestic Borrower)’s or Restricted Subsidiary’s (as applicable) Investment therein. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and a return on such date and (ii) for purposes of calculating the outstanding amount of Investments any Investment by the Domestic Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by Subsidiaries pursuant to the Borrower and its Restricted Subsidiaries in such Subsidiary preceding sentence in an amount equal to the outstanding amount of all such Investments fair market value as determined by the Domestic Borrower in such Subsidiary on good faith at the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property designation of the Borrower Domestic Borrower’s or any its Restricted Subsidiary, ’s (iias applicable) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements Investment in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The board of directors of the Lead Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall exist immediately prior or have occurred and be continuing, (ii) immediately after giving effect to such designation; , the Payment Conditions shall have been satisfied (ii) and, as a condition precedent to the effectiveness of any such designation, the Lead Borrower shall have delivered deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating that after giving effect to such designation on a Pro Forma Basissatisfaction thereof), the Borrower would be in compliance with a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (iii) no Restricted Borrower may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it would be a “Restricted Subsidiary Subsidiary” for the purpose of the Term Facility or any other Indebtedness of its Subsidiaries any Loan Party that contemplates “unrestricted” subsidiaries, (Av) owns no Unrestricted Subsidiary shall own any Equity Interests in the Loan Parties or their Restricted Subsidiaries, (vi) no Unrestricted Subsidiary shall hold any Indebtedness of, or owns or holds any Liens on, Lien on any property of, the Loan Parties and their Restricted Subsidiaries, (vii) the holder of the Borrower or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (iv) 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 shall not have any recourse to the Loan Parties and their Restricted Subsidiaries with this Section 6.18; respect to such Indebtedness, and (vviii) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently shall be a party to any transaction or arrangement with such designation, such the Loan Parties and their Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the Borrower and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of the foregoing (collectively, “Additional Indebtedness”). (b) Subsidiaries that would not be permitted by Section 7.09. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Lead Borrower in such Subsidiary on and its Restricted Subsidiaries therein at the date of such designation in an amount equal to the outstanding amount of all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary on such date (fair market value as reasonably determined by the Lead Borrower in good faith of the Lead Borrower)’s or Restricted Subsidiary’s (as applicable) Investment therein. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on at the date time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and a return on such date and (ii) for purposes of calculating the outstanding amount of Investments any Investment by the Lead Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by Subsidiaries pursuant to the Borrower and its Restricted Subsidiaries in such Subsidiary preceding sentence in an amount equal to the outstanding amount of all such Investments fair market value as determined by the Lead Borrower in such Subsidiary on good faith at the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property designation of the Borrower Lead Borrower’s or any its Restricted Subsidiary, ’s (iias applicable) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements Investment in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.