Common use of Designation of Subsidiaries Clause in Contracts

Designation of Subsidiaries. (a) After the Closing Date, Parent may designate any of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further that (a) such designation complies with Section 7.06; and (b) each of the Subsidiary to be so designated and 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 Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as an Unrestricted Subsidiary (or equivalent term) in the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Amount (to the extent permissible under such Indebtedness).

Designation of Subsidiaries. (a) After The Board of Directors of Holdings or the Closing Date, Parent Borrower may at any time designate any Restricted Subsidiary of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be Borrower as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness ofUnrestricted Subsidiary as a Restricted Subsidiary by notice to the Agent; provided that, or owns or holds any Lien onin each case, any property of, Parent or any Subsidiary of Parent (i) other than solely any Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further that (a) such designation complies with Section 7.06; and (b) each of the Subsidiary to be so designated and 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 Indebtedness pursuant to which designation of Flotek or BPC as Unrestricted Subsidiaries after the lender has recourse to any of the assets of any Loan Party Closing Date and only so long as Flotek or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designationBPC are not Wholly Owned by Holdings, no Default or Event of Default shall have occurred is then continuing or would result therefrom, (ii) other than with respect to any designation of Flotek or BPC as Unrestricted Subsidiaries after the Closing Date and only so long as Flotek or BPC are not Wholly Owned by Holders, after giving effect to such designation the Aggregate Revolver Outstandings would not exceed the lesser of the Maximum Revolver Amount and the then-current Borrowing Base, (iii) no Restricted Subsidiary may be continuing designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and Parent then re-designated as a Restricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after such designation it would be a “restricted subsidiary” for the purpose of the Term Loan Credit Agreement or any other Material Indebtedness, (v) other than with respect to any designation of Flotek or BPC as Unrestricted Subsidiaries after the Closing Date and its only so long as Flotek or BPC are not Wholly Owned by Holdings, the Borrower and the Restricted Subsidiaries shall be in compliance on a Pro Forma Compliance Basis with Section 7.09 for a Fixed Charge Coverage Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date of such designation, as if such designation and any related transactions had occurred on the first day of such Test Period, of not less than 1.00:1.00, and (vi) if such designation would result in Current Asset Collateral owned by a Borrower or Guarantor immediately prior to such designation being owned by an Unrestricted Subsidiary immediately after such designation with a value individually or in the aggregate of greater than 5.0% of the Borrowing Base based on the most recently ended Test Period for which financial statements have been delivered pursuant Borrowing Base Certificate prior to Section 6.01; providedsuch event, furtherthen Borrower shall be required, prior to such designation, deliver to Agent an updated Borrowing Base Certificate that any Indebtedness reflects the removal of the applicable Subsidiary and assets from the Borrowing Base. The designation of any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary if after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Borrower’s investment therein and the Investment resulting from such designation must otherwise be in compliance with Section 8.11 (as determined at the time of such designation) (for the avoidance of doubt, the designation of Flotek and/or BPC as an Unrestricted Subsidiary shall not constitute an additional Investment thereof by any of the Obligors unless such designation occurs after Flotek and/or BPC (as applicable) become Wholly Owned Subsidiaries). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt or Liens of such Subsidiary existing at such time and the Debt or Liens of such Subsidiary must otherwise be in compliance with Section 8.12 and 8.16 (as determined at the time of such designation). Notwithstanding anything to the contrary contained herein, (x) no Unrestricted Subsidiary may at any time hold (directly or indirectly) Stock in, or Debt owed by or Liens (securing Debt for Borrowed Money) in, any Restricted Subsidiary and (y) in no event shall any Restricted Subsidiary that owns (or has an exclusive license to) any Intellectual Property that is not material to the operations or the business of Holdings and its Restricted Subsidiaries be permitted to be designated as an Unrestricted Subsidiary, nor shall any Unrestricted Subsidiary be permitted to own (or equivalent term) in the documentation relating to have an exclusive license to), develop, or receive from Holdings or any other Indebtedness of the Loan Parties in excess of the Threshold Amount (its Restricted Subsidiaries, any Intellectual Property that is material to the extent permissible under such Indebtedness)operations or the business of Holdings and its Restricted Subsidiaries.

Designation of Subsidiaries. The Board of Directors of the Borrower may at any time designate (aor redesignate) After the Closing Date, Parent may designate any of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of the Borrower as an Unrestricted Subsidiary to be so designated)or any Unrestricted Subsidiary as a Restricted Subsidiary; providedprovided that (i) immediately before and after such designation, that no Default or Event of Default shall have occurred and be continuing (including after giving effect to the reclassification of Investments in, Indebtedness of and Parent and its Liens on the assets of, the applicable Restricted Subsidiaries Subsidiary or Unrestricted Subsidiary), (ii) after giving effect to such designation, the Borrower shall be in compliance with financial covenants set forth in Section 9.15 (whether or not then in effect) calculated on a Pro Forma Compliance with Section 7.09 for Basis as of the last day of the four consecutive Fiscal Quarter period most recently ended Test Period for which the Borrower has delivered financial statements have been delivered pursuant to Section 6.01 and provided8.1(a) or 8.1(b), further that prior to such designation, (a) such designation complies with Section 7.06; and (biii) each of the Subsidiary to be so designated as “unrestricted” and each of 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 Indebtedness pursuant to which the lender thereof has recourse to any of the assets of any Loan Party the Borrower or any Restricted Subsidiary. , (biv) Parent no Restricted Subsidiary may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary designated as an Unrestricted Subsidiary if such it was previously designated an Unrestricted Subsidiary or if it is not designated a Restricted Subsidiary for purposes of any Subordinated or unsecured Indebtedness and (v) no Unrestricted Subsidiary shall own any Equity Interests of any Restricted Subsidiary. The designation of any Subsidiary of the Borrower as an Unrestricted Subsidiary (shall constitute an Investment by the Borrower or equivalent term) its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the documentation relating to any other Indebtedness portion of the Loan Parties in excess Fair Market Value of the Threshold Amount net assets of such Person attributable to the Borrower’s or its applicable Restricted Subsidiary’s equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent permissible such Investment is permitted under Section 9.3). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence or making at the time of designation of any Investments, Indebtedness or Liens of such Indebtedness)Subsidiary existing at such time. As of the Closing Date, there are no Unrestricted Subsidiaries.

Designation of Subsidiaries. (a) After the Closing Date, Parent the Borrower may at any time and from time to time designate any of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the BorrowersSubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent the Borrower or any Restricted Subsidiary of Parent the Borrower (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that (i) no Default or Event of Default shall have occurred and be continuing before and Parent after giving effect to such designation and (ii) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 7.08 for the most recently ended Test Period for which financial statements Required Financial Statements have been delivered pursuant to Section 6.01 and provided, further that (aA) such designation complies with Section 7.067.05; and (bB) each of neither the Subsidiary to be so designated and nor any of its Subsidiaries has not at the time of designation, and does not thereaftercreated, createincurred, incurissued, issueassumed, assume, guarantee guaranteed or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, provided that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and Parent the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 7.08 for the most recently ended Test Period for which financial statements Required Financial Statements have been delivered pursuant to Section 6.01delivered; provided, provided further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable applicable, at the time of such timedesignation. (c) For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Borrower and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Investments in an amount determined as set forth in the definition of “Investment”. Such designation will be permitted only if an Investment in such amount would be permitted at such time, under any of the provisions of this Agreement, and if such Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” (d) Any such designation by Parent the Borrower shall be notified by Parent the Borrower to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent the Borrower certifying that such designation complied with the foregoing provision. Parent provisions, whereupon such designation shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as an Unrestricted Subsidiary (or equivalent term) in the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Amount (to the extent permissible under such Indebtedness)immediately effective.

Designation of Subsidiaries. The Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) After the Closing Date, Parent may designate any of its Subsidiaries immediately before and after giving effect (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowersgiving effect on a pro forma basis) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness ofdesignation, or owns or holds any Lien on, any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and Parent and its Restricted Subsidiaries shall be (ii) the Borrower is in Pro Forma Compliance compliance with the financial covenants set forth in Section 7.09 for 6.10 (without giving effect to any Acquisition Holiday) recomputed as of the last day of the most recently ended Test Period fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01 and provided5.01(a) or 5.01(b) (or, further that (a) prior to the delivery of any such designation complies with financial statements, the most recent financial statements referred to in Section 7.06; and 3.04), as applicable, (b) each of the Subsidiary immediately prior to be so designated and 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 Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event (i) any such Restricted Subsidiary so designated as an Unrestricted Subsidiary has not contributed greater than five percent (5%) of Default shall have occurred and be continuing and Parent Consolidated EBITDA of the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that period of four fiscal quarters or (ii) any Indebtedness such Restricted Subsidiary so designated as an Unrestricted Subsidiary has not contributed greater than five percent (5%) of Consolidated Total Assets of the applicable Subsidiary Borrower and any Liens encumbering its property existing as Subsidiaries for the most recently ended period of the time of such designation shall be deemed incurred or establishedfour fiscal quarters, as applicable at such time. (c) Any such designation by Parent shall no Subsidiary may be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary designated as an Unrestricted Subsidiary if such Subsidiary (or any of its Subsidiaries) (i) has at such time of designation or thereafter creates, incurs, assumes or guarantees, any Indebtedness that is not designated recourse to the Borrower or any Restricted Subsidiary or (ii) guarantees Material Indebtedness of any Loan Party, (d) all Investments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of designation are permitted in accordance with Section 6.04, (e) the Borrower shall deliver to the Administrative Agent at least two (2) Business Days prior to such designation a certificate of a Financial Officer of the Borrower, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary” set forth in this Section 5.10 and (f) at least three (3) Business Days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, with respect to such Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary (or equivalent term) shall constitute an investment by the Borrower and its Restricted Subsidiaries therein at the date of designation in an amount equal to the documentation relating to any other Indebtedness fair market value of the Loan Parties Borrower’s or applicable Restricted Subsidiary’s, as the case may be, investment therein, and such investment shall be subject to Section 6.04(t). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Indebtedness, investments, loans, advances, Guarantees or Liens of such Subsidiary existing at such time and (ii) a return on any investment by the Borrower or the applicable Restricted Subsidiary in excess Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Threshold Amount (to the extent permissible under Borrower or such Indebtedness)Restricted Subsidiary’s investment in such Subsidiary.

Designation of Subsidiaries. The Board of Directors of the Borrower may at any time designate (aor redesignate) After the Closing Date, Parent may designate any of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of the Borrower as an Unrestricted Subsidiary to be so designated)or any Unrestricted Subsidiary as a Restricted Subsidiary; providedprovided that (i) immediately before and after such designation, that no Default or Event of Default shall have occurred and be continuing (including after giving effect to the reclassification of Investments in, Indebtedness of and Parent and its Liens on the assets of, the applicable Restricted Subsidiaries Subsidiary or Unrestricted Subsidiary), (ii) after giving effect to such designation, the Borrower shall be in compliance with financial covenants set forth in Section 9.15 as in effect on the First Amendment Effective Date (whether or not then in effect) calculated on a Pro Forma Compliance with Section 7.09 for Basis as of the last day of the four consecutive Fiscal Quarter period most recently ended Test Period for which the Borrower has delivered financial statements have been delivered pursuant to Section 6.01 and provided8.1(a) or 8.1(b), further that prior to such designation, (a) such designation complies with Section 7.06; and (biii) each of the Subsidiary to be so designated as “unrestricted” and each of 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 Indebtedness pursuant to which the lender thereof has recourse to any of the assets of any Loan Party the Borrower or any Restricted Subsidiary. , (biv) Parent no Restricted Subsidiary may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary designated as an Unrestricted Subsidiary if such it was previously designated an Unrestricted Subsidiary or if it is not designated a Restricted Subsidiary for purposes of any Subordinated or unsecured Indebtedness and (v) no Unrestricted Subsidiary shall own any Equity Interests of any Restricted Subsidiary. The designation of any Subsidiary of the Borrower as an Unrestricted Subsidiary (shall constitute an Investment by the Borrower or equivalent term) its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the documentation relating to any other Indebtedness portion of the Loan Parties in excess Fair Market Value of the Threshold Amount net assets of such Person attributable to the Borrower’s or its applicable Restricted Subsidiary’s equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent permissible such Investment is permitted under Section 9.3). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence or making at the time of designation of any Investments, Indebtedness or Liens of such Indebtedness)Subsidiary existing at such time. As of the Closing Date, there are no Unrestricted Subsidiaries.

Designation of Subsidiaries. (a) After the Closing Date, Parent The Borrower may designate any of its Subsidiaries subsidiary (including any existing Subsidiary subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowerssubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary subsidiary or any of its Subsidiaries subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent the Borrower or any Restricted Subsidiary of Parent (other than solely any Unrestricted Subsidiary of the Subsidiary subsidiary to be so designated); providedprovided 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, that directly or indirectly, by the Borrower; (ii) such designation complies with the covenants described in Section 6.03(c); (iii) no Default or Event of Default shall have occurred and be continuing and Parent continuing; (iv) the Total Net Leverage Ratio for the Borrower and its Restricted Subsidiaries shall would be less than the ratio set forth in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further that 6.01(a); in each case on a pro forma basis taking into account such designation; and (a) such designation complies with Section 7.06; and (bv) each of of: (A) the Subsidiary subsidiary to be so designated and designated; and (B) its Subsidiaries 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 incur any Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party the Borrower or any Restricted Subsidiary. Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of the Specified Senior Indebtedness, the Specified Senior Subordinated Indebtedness or any Junior Financing. (b) Parent The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, provided that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and Parent the Total Net Leverage Ratio for the Borrower and its Restricted Subsidiaries shall would be less than the ratio set forth in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided6.01(a), further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of on a pro forma basis taking into account such designation shall be deemed incurred or established, as applicable at such time. (c) designation. Any such designation by Parent the Borrower shall be notified by Parent the Borrower to the Administrative Agent by promptly delivering to filing with the Administrative Agent a certificate copy of a Responsible Officer the resolution of Parent the board of directors of the Borrower or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as an Unrestricted Subsidiary (or equivalent term) in the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Amount (to the extent permissible under such Indebtedness)provisions.

Designation of Subsidiaries. (a) After the Closing Date, Parent may No Loan Party will designate any of its Subsidiaries (including any existing Restricted Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be as an Unrestricted Subsidiary unless (i) the Borrower Representative delivers a written notice to the Administrative Agent of such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness ofdesignation, or owns or holds any Lien on(ii) immediately before and after such designation, any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for continuing, (iii) immediately after giving effect to such designation, the Total Leverage Ratio is less than 4.75 to 1.00 as of the last day of the most recently ended Test Period completed period of four consecutive fiscal quarters ending prior to the date of such designation for which the financial statements and certificates required by Section 5.01(a) or 5.01(b), as the case may be, and Section 5.01(d), have been delivered pursuant and, as a condition precedent to Section 6.01 and providedthe effectiveness of any such designation, further that the Borrower Representative shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (aiv) such designation complies with Section 7.06; and Subsidiary is not designated as a “Restricted Subsidiary” (bor the equivalent) each for the purpose of any Senior Notes, any Subordinated Indebtedness of the Loan Parties or any Permitted Term Debt Documents and is not otherwise generally subject to the representations, warranties, covenants and events of default under any Senior Notes, any Subordinated Indebtedness of the Loan Parties or such Permitted Term Debt Documents, (v) such Restricted Subsidiary to be so designated and its Subsidiaries has subsidiaries do not own any Equity Interests or Indebtedness of, or own or hold any Lien on, any property of any Loan Party, (vi) such Subsidiary or such Subsidiary’s subsidiaries have not at the time of designation, and does not do not, thereafter, create, incur, issue, assume, guarantee guarantee, or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party Party, (vii) such Subsidiary is not WESCO Receivables or any Restricted Subsidiary which holds any Equity Interests or Indebtedness of WESCO Receivables, (viii) the revenues of such Subsidiary. (b) Parent may designate , as of end of any Unrestricted Subsidiary to be a Restricted Subsidiary; providedfiscal year, thatfor the period of four consecutive fiscal quarters then ended, immediately before and after giving effect to such designation, no Default or Event were less than 5% of Default shall have occurred and be continuing and Parent the consolidated revenues of Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for such period, (ix) the revenues of such Subsidiary, as of end of any fiscal year, for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; providedperiod of four consecutive fiscal quarters then ended, further, that any Indebtedness when taken together with the revenues of all Unrestricted Subsidiaries were less than 15% of the applicable Subsidiary consolidated revenues of Holdings and its Subsidiaries for such period, (x) the consolidated assets of such Subsidiary, as of end of any Liens encumbering fiscal year, were less than 5% of the consolidated total assets of Holdings and its property existing Subsidiaries as of the time end of such designation shall be deemed incurred or establishedfiscal year, and (xi) the consolidated assets of such Subsidiary, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer end of Parent certifying that such designation complied any fiscal year, when taken together with the consolidated assets of all Unrestricted Subsidiaries were less than 15% of the consolidated total assets of Holdings and its Subsidiaries as of the end of such fiscal year (in the case of each of the foregoing provisionclauses (viii) through (xi), as reflected on the most recent annual or quarterly consolidated financial statements of Holdings and its Subsidiaries). Parent shall not be permitted to designate The designation of any Subsidiary as an Unrestricted Subsidiary if shall constitute an Investment therein by such Borrower and its Restricted Subsidiaries, as applicable, at the date of designation in an amount equal to the fair market value of the applicable parties’ investment therein (the fair market value of such investment to be calculated without regard to any guarantee provided by such designated or re designated Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary is existing at such time and (B) a return on any Investment by such Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Borrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. Notwithstanding anything to the contrary herein, any Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary may not designated be subsequently redesignated as an Unrestricted Subsidiary (or equivalent term) in the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Amount (to the extent permissible under such Indebtedness)Subsidiary.

Designation of Subsidiaries. The board of directors (aor similar governing body) After of the Closing Date, Parent Borrower may at any time designate any Subsidiary of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be Borrower as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent or any Subsidiary of Parent the Borrower as a Restricted Subsidiary; provided that (other than solely any Subsidiary of the Subsidiary to be so designated); provideda) immediately before and after such designation, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall or would exist after giving effect to such designation, (b) after giving effect to such designation, the Borrower would be in Pro Forma Compliance compliance with Section 7.09 for the Financial Covenants of the most recently ended Test completed Measurement Period for after giving pro forma effect thereto and to any other event during such Measurement Period as to which financial statements have been delivered pursuant to Section 6.01 and provided, further that (a) pro forma recalculation is appropriate as if such designation complies with Section 7.06; and (b) each transactions had occurred as of the first day of such Measurement Period, (c) no Restricted Subsidiary to may be so designated and as an Unrestricted Subsidiary if such Subsidiary, or any of its Subsidiaries Subsidiaries, has not at the time of designationincurred, and does not thereaftercreated, createassumed, incur, issue, assume, guarantee guaranteed or otherwise become directly or indirectly liable with respect to for any Indebtedness pursuant to which the lender any holder thereof has recourse to any of the assets of any Loan Party the Borrower or any Restricted Subsidiary. (b) Parent may designate any , and no Unrestricted Subsidiary may, at any time, incur, create, assume or be liable for any Indebtedness pursuant to be a which any holder thereof has recourse to any of the assets of the Borrower or any Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event of Default (d) the Borrower shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent deliver to the Administrative Agent by promptly delivering prior to the Administrative Agent such designation a certificate of a Responsible an Authorized Officer of Parent the Borrower, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (a) through (c) of this Section 5.15 (Designation of Subsidiaries) and, if applicable, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary”, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if (1) it owns material Intellectual Property or (2) after such designation, it would be a “Restricted Subsidiary” under any indenture or other agreement or instrument evidencing, governing the rights of the holders of or otherwise relating to any Material Indebtedness of the Parent, the Borrower or any other Subsidiary. The designation complied with the foregoing provision. Parent shall not be permitted to designate of any Subsidiary as an Unrestricted Subsidiary if shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Borrower’s Investment therein; provided, that upon a redesignation of such Subsidiary is not designated as a Restricted Subsidiary, the Borrower shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the Fair Market Value of Investments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the Fair Market Value of Investments of the Borrower and the Restricted Subsidiaries made in connection with the designation of such Subsidiary as an Unrestricted Subsidiary minus (or equivalent termii) the portion (proportionate to the Borrower’s and the Restricted Subsidiaries’ Equity Interest in the documentation relating to any other Indebtedness such Subsidiary) of the Loan Parties in excess Fair Market Value of the Threshold Amount (to net assets of such Subsidiary at the extent permissible under time of such Indebtedness)redesignation. The designation of any Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Designation of Subsidiaries. (a) After the Closing Date, Parent may designate Designate any of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be as an Unrestricted Subsidiary unless such or any Unrestricted Subsidiary as a Restricted Subsidiary, except that the U.S. Borrower may at any time designate any Subsidiary as an Unrestricted Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further that (a) such designation complies with Section 7.06; and (b) each of the Subsidiary to be so designated and 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 Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be as a Restricted Subsidiary; provided, provided that, : (a) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing or shall be caused thereby and Parent and its Restricted Subsidiaries the Group shall be in Pro Forma Compliance compliance with the financial covenants set forth in Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant 6.07(a) and (b) on a pro forma basis; (b) with respect to Section 6.01; providedany Subsidiary to be designated as an Unrestricted Subsidiary, further, that such Subsidiary or any of its Subsidiaries does not own any Equity Interests or Indebtedness of the applicable or have any Investment in, or own or hold any Lien on any property of, any other Subsidiary and any Liens encumbering its property existing as of the time U.S. Borrower which is not a Subsidiary of such designation shall the Subsidiary to be deemed incurred so designated or established, as applicable at such time.otherwise an Unrestricted Subsidiary, (c) Any such designation by Parent shall Subsidiary is not party to any agreement, contract, arrangement or understanding with any Borrower or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to such Borrower or such Restricted Subsidiary than those that might be notified by Parent obtained at the time from Persons who are not Affiliates of the Borrowers; (d) such Subsidiary is a Person with respect to which neither any Borrower nor any Restricted Subsidiaries has any direct or indirect obligation (1) to subscribe for additional Equity Interests or (2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (e) such Subsidiary has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of any Borrower or any Restricted Subsidiaries; (f) neither any Borrower nor any Restricted Subsidiary will at any time (i) provide a guarantee of, or similar credit support to, any Indebtedness of such Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), (ii) be directly or indirectly liable for any Indebtedness of such Subsidiary or (iii) be directly or indirectly liable for any other Indebtedness which provides that the Administrative Agent by promptly delivering holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity) upon the Administrative Agent a certificate occurrence of a Responsible Officer default with respect to any other Indebtedness that is Indebtedness of Parent certifying that such designation complied with the foregoing provision. Parent shall not Subsidiary (including any corresponding right to take enforcement action against such Subsidiary); (g) no Restricted Subsidiary may be permitted to designate any Subsidiary designated as an Unrestricted Subsidiary if such it was previously designated as an Unrestricted Subsidiary; (h) at no time shall any Subsidiary is not be designated as an Unrestricted Subsidiary or maintained as an Unrestricted Subsidiary more than ten (10) Business Days after the time of delivery of the quarterly financial statements pursuant to Section 5.01(a) if (x) the Consolidated Adjusted EBITDA attributable to such Subsidiary, calculated on an unconsolidated basis, exceeds 5.0% of Consolidated Adjusted EBITDA or (y) the total assets of such Subsidiary, determined in accordance with GAAP and calculated on an unconsolidated basis, exceeds 5.0% of Consolidated Total Assets; and (i) any designation of a Restricted Subsidiary to an Unrestricted Subsidiary shall be deemed an Investment under Section 6.06 in an amount equal to the fair market value of the Subsidiary so designated. (j) Any such designation shall be evidenced by providing notice to the Administrative Agent of the copy of the resolution of the U.S. Borrower's Board or Directors (or equivalent termduly authorized committee thereof) giving effect to such designation and a certificate of an Authorized Officer certifying that such designation complies with the foregoing requirements. Any designation of an Unrestricted Subsidiary as a Restricted Subsidiary solely as a result of the application of Section 6.03(h), for purposes of determining compliance with Article VI, shall be treated as a Permitted Acquisition (without any requirement to satisfy the definition thereof and without utilizing any portion of the amount specified in the documentation relating proviso to Section 6.08(i)), and all Indebtedness, Liens, Investments and any other Indebtedness consensual encumbrance or restriction of the Loan Parties type described in excess Section 6.05 of such Unrestricted Subsidiary shall be treated as Indebtedness, Liens, Investments and consensual encumbrances and restrictions of the Threshold Amount (type described in Section 6.05 of an entity acquired in a Permitted Acquisition. For the avoidance of doubt, such designation shall not reduce the Group’s ability to the extent permissible under such Indebtedness)consummate Permitted Acquisitions.

Designation of Subsidiaries. (a) After the Closing Date, Parent The Board of Directors of Holdings may at any time designate any of its Subsidiaries Restricted Subsidiary (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding other than the BorrowersBorrower) to be as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness ofUnrestricted Subsidiary as a Restricted Subsidiary by notice to the Agent; provided that, or owns or holds any Lien onin each case, any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that i) no Default or Event of Default shall have occurred is then continuing or would result therefrom, (ii) if after giving effect to such designation the Aggregate Revolver Outstandings would not exceed the lesser of the Maximum Revolver Amount and be continuing the then-current Borrowing Base, (iii) the Borrower and Parent and its the Restricted Subsidiaries shall be in compliance on a Pro Forma Compliance Basis with Section 7.09 for a Fixed Charge Coverage Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date of such designation, as if such designation and any related transactions had occurred on the first day of such Test Period, of not less than 1.00:1.00 and (iv) if such designation would result in Current Asset Collateral owned by a Borrower or Guarantor immediately prior to such designation being owned by an Unrestricted Subsidiary immediately after such designation with a value individually or in the aggregate of greater than 5.0% of the Borrowing Base based on the most recently ended Test Period for which financial statements have been delivered pursuant Borrowing Base Certificate prior to Section 6.01 and providedsuch event, further that (a) such designation complies with Section 7.06; and (b) each of the Subsidiary to then Borrower shall be so designated and its Subsidiaries has not at the time of designationrequired, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect prior to such designation, no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for deliver to Agent an updated Borrowing Base Certificate that reflects the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness removal of the applicable Subsidiary and assets from the Borrowing Base. The designation of any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary if after the Closing Date shall constitute an Investment by the Borrower or Holdings, as applicable, therein at the date of designation in an amount equal to the Fair Market Value of the Borrower’s or Holdings’, as applicable, investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt or Liens of such Subsidiary is not designated as an Unrestricted Subsidiary (or equivalent term) in the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Amount (to the extent permissible under existing at such Indebtedness)time.

Designation of Subsidiaries. (a) After the Closing Date, Parent the Borrower may from time to time designate any of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the BorrowersSubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent the Borrower or any Restricted Subsidiary of Parent the Borrower (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and Parent the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further that (a) such designation complies with Section 7.06; and (b) each of the Subsidiary to be so designated and 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 Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and Parent the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent the Borrower shall be notified by Parent the Borrower to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent the Borrower certifying that such designation complied with the foregoing provision. Parent The Borrower shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as an Unrestricted Subsidiary (or equivalent term) in the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Amount (to the extent permissible under such Indebtedness).

Designation of Subsidiaries. (a) After The Board of Managers of the Closing Date, Parent Borrower may at any time designate any of its Subsidiaries Restricted Subsidiary (including any existing Subsidiary other than Texas Eastern and any newly acquired or newly formed Subsidiary but excluding the BorrowersAlgonquin) to be as an Unrestricted Subsidiary unless such Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default or Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Restricted Subsidiaries shall be in compliance, on a pro forma basis, with Section 5.12 (as though the effective date of such designation were the last day of a fiscal quarter of the Borrower) and, as a condition precedent to the effectiveness of such designation, the Borrower shall deliver to the Agent a certificate of its Subsidiaries Chief Financial Officer, its Treasurer or its Controller setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (iv) no Subsidiary of an Unrestricted Subsidiary may be designated as a Restricted Subsidiary, (v) no Subsidiary that owns any Equity Interests Securities or Indebtedness of, or owns or holds any Lien on, any property of, Parent of the Borrower or any Restricted Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and may be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provideddesignated an Unrestricted Subsidiary, further that (a) such designation complies with Section 7.06; and (bvi) each of the Subsidiary to be so designated as an Unrestricted Subsidiary, and its Subsidiaries 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 Indebtedness pursuant to which the lender or other creditor has recourse to any assets of the assets of any Loan Party Borrower or any Restricted Subsidiary. (b) Parent may designate any Subsidiary other than the Equity Securities in such Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; providedSubsidiaries, further, that any Indebtedness and (vii) no primary operating Subsidiary of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall Borrower may be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as an Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter automatically cease to be an Unrestricted Subsidiary and shall constitute a Restricted Subsidiary for all purposes of this Agreement, and (or equivalent termamong other things) in the documentation relating any Indebtedness and Liens of such Subsidiary will be deemed to any other Indebtedness be incurred by a Restricted Subsidiary of the Loan Parties in excess Borrower as of the Threshold Amount (to the extent permissible under such Indebtedness)date.

Designation of Subsidiaries. (a) After the Closing Date, Parent The Borrower may at any time designate any of its Subsidiaries (including any existing Restricted Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent or any Unrestricted Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated)as a Restricted Subsidiary; provided, that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing continuing, (b) any Subsidiary of an Unrestricted Subsidiary will automatically be deemed to be an Unrestricted Subsidiary, (c) immediately after giving effect to such designation, the Borrower and Parent and its the Restricted Subsidiaries shall be in compliance, on a Pro Forma Compliance Basis, with the covenant set forth in Section 7.09 for 7.16, (d) the most recently ended Test Period for which financial statements have been delivered pursuant Borrower shall not be designated as an Unrestricted Subsidiary, (e) immediately after giving effect to such designation, the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 6.01 and provided6.10, further that (a) such designation complies with Section 7.06; and (bf) each of (1) the Subsidiary to be so designated and (2) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee guarantee, or otherwise become directly or indirectly liable with respect to any Indebtedness Debt pursuant to which the lender has recourse to any of the assets of any Loan Party the Borrower or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary except for Debt that could otherwise be incurred by the Borrower or such Restricted Subsidiary hereunder and, if such Debt is secured, the Liens securing such Debt are permitted to be a incurred by the Borrower or such Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, Subsidiary hereunder (provided that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation Debt shall be deemed incurred hereunder by the Borrower or establishedsuch Restricted Subsidiary, as applicable at such time. the case may be) and (cg) Any such no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the 2022 Senior Notes, 2024 Senior Notes, 2025 Senior notes, any Permitted Other Debt or any Credit Agreement Refinancing Debt. The designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.6). If any Person becomes a Restricted Subsidiary is not designated as on any date after the Closing Date (including by redesignation of an Unrestricted Subsidiary (as a Restricted Subsidiary), the Debt, Liens and Investments of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.2, 7.1 and 7.6, respectively, but will not be considered the sale or equivalent term) issuance of Capital Stock for purposes of Section 7.5. Upon a re-designation of such Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have a permanent Investment in the documentation relating re-designated Restricted Subsidiary in an amount (if positive) equal to any other Indebtedness (i) the Borrower’s “Investment” in such Person at the time of such re-designation, less (ii) the portion of the Loan Parties in excess fair market value of the Threshold Amount (net assets of such Person attributable to the extent permissible under Borrower’s equity therein at the time of such Indebtedness)re-designation.

Designation of Subsidiaries. (a) After the Closing Date, Parent may designate Designate any of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be as an Unrestricted Subsidiary unless such or any Unrestricted Subsidiary as a Restricted Subsidiary, except that the U.S. Borrower may at any time designate any Subsidiary as an Unrestricted Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further that (a) such designation complies with Section 7.06; and (b) each of the Subsidiary to be so designated and 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 Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be as a Restricted Subsidiary; provided, provided that, : (a) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing or shall be caused thereby and Parent and its Restricted Subsidiaries the Group shall be in Pro Forma Compliance compliance with the financial covenants set forth in Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant 6.07(a) and (b) on a pro forma basis; (b) with respect to Section 6.01; providedany Subsidiary to be designated as an Unrestricted Subsidiary, further, that such Subsidiary or any of its Subsidiaries does not own any Equity Interests or Indebtedness of the applicable or have any Investment in, or own or hold any Lien on any property of, any other Subsidiary and any Liens encumbering its property existing as of the time U.S. Borrower which is not a Subsidiary of such designation shall the Subsidiary to be deemed incurred so designated or established, as applicable at such time.otherwise an Unrestricted Subsidiary, (c) Any such designation by Parent shall Subsidiary is not party to any agreement, contract, arrangement or understanding with any Borrower or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to such Borrower or such Restricted Subsidiary than those that might be notified by Parent obtained at the time from Persons who are not Affiliates of the Borrowers; (d) such Subsidiary is a Person with respect to which neither any Borrower nor any Restricted Subsidiaries has any direct or indirect obligation (1) to subscribe for additional Equity Interests or (2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (e) such Subsidiary has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of any Borrower or any Restricted Subsidiaries; (f) neither any Borrower nor any Restricted Subsidiary will at any time (i) provide a guarantee of, or similar credit support to, any Indebtedness of such Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), (ii) be directly or indirectly liable for any Indebtedness of such Subsidiary or (iii) be directly or indirectly liable for any other Indebtedness which provides that the Administrative Agent by promptly delivering holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity) upon the Administrative Agent a certificate occurrence of a Responsible Officer default with respect to any other Indebtedness that is Indebtedness of Parent certifying that such designation complied with the foregoing provision. Parent shall not Subsidiary (including any corresponding right to take enforcement action against such Subsidiary); (g) no Restricted Subsidiary may be permitted to designate any Subsidiary designated as an Unrestricted Subsidiary if such it was previously designated as an Unrestricted Subsidiary; (h) at no time shall any Subsidiary is not be designated as an Unrestricted Subsidiary or maintained as an Unrestricted Subsidiary more than ten (10) Business Days after the time of delivery of the quarterly financial statements pursuant to Section 5.01(a) if (x) the Consolidated Adjusted EBITDA attributable to such Subsidiary, calculated on an unconsolidated basis, exceeds 5.0% of Consolidated Adjusted EBITDA or (y) the total assets of such Subsidiary, determined in accordance with GAAP and calculated on an unconsolidated basis, exceeds 5.0% of Consolidated Total Assets; and (i) any designation of a Restricted Subsidiary to an Unrestricted Subsidiary shall be deemed an Investment under Section 6.06 in an amount equal to the fair market value of the Subsidiary so designated. (j) Any such designation shall be evidenced by providing notice to the Administrative Agent of the copy of the resolution of the U.S. Borrower’s Board or Directors (or equivalent termduly authorized committee thereof) giving effect to such designation and a certificate of an Authorized Officer certifying that such designation complies with the foregoing requirements. Any designation of an Unrestricted Subsidiary as a Restricted Subsidiary solely as a result of the application of Section 6.03(h), for purposes of determining compliance with Article VI, shall be treated as a Permitted Acquisition (without any requirement to satisfy the definition thereof and without utilizing any portion of the amount specified in the documentation relating proviso to Section 6.08(i)), and all Indebtedness, Liens, Investments and any other Indebtedness consensual encumbrance or restriction of the Loan Parties type described in excess Section 6.05 of such Unrestricted Subsidiary shall be treated as Indebtedness, Liens, Investments and consensual encumbrances and restrictions of the Threshold Amount (type described in Section 6.05 of an entity acquired in a Permitted Acquisition. For the avoidance of doubt, such designation shall not reduce the Group’s ability to the extent permissible under such Indebtedness)consummate Permitted Acquisitions.

Designation of Subsidiaries. (a) After the Closing Date, Parent The Borrower may designate any of its Subsidiaries subsidiary (including any existing Subsidiary subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowerssubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary subsidiary or any of its Subsidiaries subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, on any property of, Parent the Borrower or any a Restricted Subsidiary of Parent (other than solely any Unrestricted Subsidiary of the Subsidiary subsidiary to be so designated); providedprovided 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, that directly or indirectly, by the Borrower; (ii) such designation complies with the covenants described in Section 6.03(c); (iii) no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries continuing; (iv) after giving pro forma effect to such designation, the Borrower shall be in Pro Forma Compliance pro forma compliance with the financial covenant set forth in Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further that 6.10 (a) such designation complies with Section 7.06whether or not then in effect); and and (bv) each of of: (A) the Subsidiary subsidiary to be so designated and designated; and (B) its Subsidiaries 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 incur any Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party the Borrower or any a Restricted Subsidiary. Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of the HCM 2021 Notes Documentation, any other Junior Lien Debt Documentation and any other Material Debt Documentation. (b) Parent The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, provided that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and Parent and its continuing. The designation of any Unrestricted Subsidiary as a Restricted Subsidiaries Subsidiary shall be in Pro Forma Compliance with Section 7.09 for constitute the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of incurrence at the time of designation of any Indebtedness or Liens of such designation shall be deemed incurred Subsidiary existing at such time for purposes of Section 6.01 or established6.02, as applicable at such time. (c) the case may be. Any such designation by Parent the Borrower shall be notified by Parent the Borrower to the Administrative Agent by promptly delivering to filing with the Administrative Agent a copy of the resolution of the board of directors of the Borrower or any committee thereof giving effect to such designation and an officer’s certificate of a Responsible Officer of Parent certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as an Unrestricted Subsidiary (or equivalent term) in the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Amount (to the extent permissible under such Indebtedness)provisions.

Designation of Subsidiaries. (a) After the Closing Date, Parent may No Loan Party will designate any of its Subsidiaries (including any existing Restricted Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be as an Unrestricted Subsidiary unless (i) the Borrower Representative delivers a written notice to the Administrative Agent of such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness ofdesignation, or owns or holds any Lien on(ii) immediately before and after such designation, any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for continuing, (iii) immediately after giving effect to such designation, the Total Leverage Ratio is less than 4.75 to 1.00 as of the last day of the most recently ended Test Period completed period of four consecutive fiscal quarters ending prior to the date of such designation for which the financial statements and certificates required by Section 5.01(a) or 5.01(b), as the case may be, and Section 5.01(d), have been delivered pursuant and, as a condition precedent to Section 6.01 and providedthe effectiveness of any such designation, further that the Borrower Representative shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (aiv) such designation complies with Section 7.06; and Subsidiary is not designated as a “Restricted Subsidiary” (bor the equivalent) each for the purpose of any Senior Notes, any Subordinated Indebtedness of the Loan Parties or any Permitted Term Debt Documents and is not otherwise generally subject to the representations, warranties, covenants and events of default under any Senior Notes, any Subordinated Indebtedness of the Loan Parties or such Permitted Term Debt Documents, (v) such Restricted Subsidiary to be so designated and its Subsidiaries has subsidiaries do not own any Equity Interests or Indebtedness of, or own or hold any Lien on, any property of any Loan Party, (vi) such Subsidiary or such Subsidiary’s subsidiaries have not at the time of designation, and does not do not, thereafter, create, incur, issue, assume, guarantee guarantee, or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party Party, (vii) such Subsidiary is not WESCO Receivables or any Restricted Subsidiary which holds any Equity Interests or Indebtedness of WESCO Receivables, (viii) the revenues of such Subsidiary. (b) Parent may designate , as of end of any Unrestricted Subsidiary to be a Restricted Subsidiary; providedfiscal year, thatfor the period of four consecutive fiscal quarters then ended, immediately before and after giving effect to such designation, no Default or Event were less than 5% of Default shall have occurred and be continuing and Parent the consolidated revenues of Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for such period, (ix) the revenues of such Subsidiary, as of end of any fiscal year, for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; providedperiod of four consecutive fiscal quarters then ended, further, that any Indebtedness when taken together with the revenues of all Excluded Subsidiaries and all other Unrestricted Subsidiaries were less than 15% of the applicable Subsidiary consolidated revenues of Holdings and its Subsidiaries for such period, (x) the consolidated assets of such Subsidiary, as of end of any Liens encumbering fiscal year, were less than 5% of the consolidated total assets of Holdings and its property existing Subsidiaries as of the time end of such designation shall be deemed incurred or establishedfiscal year, and (xi) the consolidated assets of such Subsidiary, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer end of Parent certifying that such designation complied any fiscal year, when taken together with the consolidated assets of all Excluded Subsidiaries and all other Unrestricted Subsidiaries were less than 15% of the consolidated total assets of Holdings and its Subsidiaries as of the end of such fiscal year (in the case of each of the foregoing provisionclauses (viii) through (xi), as reflected on the most recent annual or quarterly consolidated financial statements of Holdings and its Subsidiaries). Parent shall not be permitted to designate The designation of any Subsidiary as an Unrestricted Subsidiary if shall constitute an Investment therein by such Borrower and its Restricted Subsidiaries, as applicable, at the date of designation in an amount equal to the fair market value of the applicable parties’ investment therein (the fair market value of such investment to be calculated without regard to any guarantee provided by such designated or re designated Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary is existing at such time and (B) a return on any Investment by such Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Borrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. Notwithstanding anything to the contrary herein, any Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary may not designated be subsequently redesignated as an Unrestricted Subsidiary (or equivalent term) in the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Amount (to the extent permissible under such Indebtedness)Subsidiary.

Designation of Subsidiaries. (a) After The Board of Directors of the Closing Date, Parent Borrower may at any time designate any of its Subsidiaries (including any existing Restricted Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further that (a) such designation complies with Section 7.06; and (b) each of the Subsidiary to be so designated and 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 Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be as a Restricted Subsidiary; provided, that, provided that (i) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall continuing, (ii) no Subsidiary may be in Pro Forma Compliance designated as an Unrestricted Subsidiary if it has Indebtedness with Section 7.09 for 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 most recently ended Test Period for which financial statements have been delivered pursuant terms of such agreement are no less favorable to Section 6.01; provided, further, that any Indebtedness of the applicable Group Member than those that might be obtained from an unaffiliated third-party, (v) no Subsidiary and any Liens encumbering its property existing as of the time of such designation shall may be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary designated as an Unrestricted Subsidiary if such Subsidiary is not 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, (vi) no Disregarded Domestic Subsidiary may be designated an Unrestricted Subsidiary, (vii) no Subsidiary may be designated an Unrestricted Subsidiary if after giving effect to such designation, the Consolidated Total Net Leverage Ratio for the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.1(a) or (b) would exceed 3.00 to 1.00 (with such compliance to be determined (x) disregarding the proceeds of any Indebtedness incurred as of the date of such designation in calculating such leverage ratio (it being understood that, if applicable, the use of such proceeds shall be given pro forma effect in such calculation) and (y) as though such designation happened at the beginning of the applicable fiscal period) 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 is prohibited from engaging in such transaction. (b) The designation of any Subsidiary as an Unrestricted Subsidiary (or equivalent term) shall constitute an Investment by the Borrower therein, at the date of designation in an amount equal to the documentation relating to any other Indebtedness fair market value of the Loan Parties Borrower’s investment therein as determined in excess good faith by the Board of Directors of the Threshold Amount Borrower. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall, at the time of such designation, constitute the incurrence of any Indebtedness or Liens of such Subsidiary existing at such time. Upon a redesignation of any 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 extent permissible under Borrower’s Investment in such Indebtedness)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) After the Closing Date, Parent The Borrower may at any time designate any Restricted Subsidiary of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be Borrower as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness ofUnrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, or owns or holds any Lien on, any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and providedcontinuing, further that (aii) such designation complies with Section 7.06; and (b) each of the Subsidiary to be so designated and 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 Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries the Borrower shall be in compliance, on a Pro Forma Compliance Basis, with the Financial Covenants set forth in Section 7.09 7.9 for the most recently ended Test Measurement Period and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Indebtedness, (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) the Consolidated EBITDA of all Unrestricted Subsidiaries for the most recent Measurement Period for which financial statements have been been, or are required to have been, delivered pursuant to Section 6.01; provided, further, that any Indebtedness hereunder shall not exceed 7.5% of the applicable Subsidiary and any Liens encumbering its property existing as Consolidated EBITDA of the time of Borrower and its Restricted Subsidiaries for such designation shall be deemed incurred period and (vi) no Unrestricted Subsidiary may own or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent exclusively license any Intellectual Property material to the Administrative Agent by promptly delivering to business of the Administrative Agent a certificate Loan Parties and their Restricted Subsidiaries. The designation of a Responsible Officer of Parent certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if after the Closing Date shall constitute an Investment by the Borrower therein and Disposition by the Borrower thereof at the date of designation in an amount equal to the Fair Market Value of the Borrower’s or its Subsidiary’s (as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary is not designated as existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an Unrestricted Subsidiary (or equivalent term) in amount equal to the documentation relating to any other Indebtedness Fair Market Value at the date of such designation of the Loan Parties Borrower’s or its Subsidiary’s (as applicable) Investment in excess of the Threshold Amount (to the extent permissible under such Indebtedness)Subsidiary.

Designation of Subsidiaries. (a) After The board of directors of the Borrower may at any time designate any Restricted Subsidiary formed or acquired after the Closing Date, Parent may designate any of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be Date as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests designate (or Indebtedness ofre-designate, or owns or holds any Lien on, any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of as the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further that (acase may be) such designation complies with Section 7.06; and (b) each of the Subsidiary to be so designated and 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 Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be as a Restricted Subsidiary; provided, that, provided that (i) immediately before and after giving effect to such designation (or re-designation), no Default or Event of Default shall have occurred and be continuing (including after giving effect to the reclassification of Investments in, Indebtedness of and Parent Liens on, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (ii) after such designation (or re-designation), the Borrower would be in pro forma compliance with the financial covenant set forth in Section 6.8, (iii) any Restricted Subsidiary previously designated as an Unrestricted Subsidiary may not be re-designated as an Unrestricted Subsidiary, (iv) the status of any such Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary shall at all times be the same under this Agreement, the ABL Loan Documents, the Additional Secured Term Loan Documents, the Unsecured Debt Documents and the documents governing any Qualified Seller Subordinated Debt (and, in 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 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 shall be in Pro Forma Compliance with Section 7.09 has any direct or indirect obligation (x) to subscribe for the most recently ended Test Period for which additional Capital Stock of any Unrestricted Subsidiary or (y) to maintain or preserve such Unrestricted Subsidiary’s financial statements have been delivered pursuant condition or to Section 6.01; provided, further, that cause such Unrestricted Subsidiary to achieve any Indebtedness specific levels of the applicable Subsidiary and any Liens encumbering its property existing as operating results. The designation of the time of such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value as determined by the board of directors of the Borrower in good faith of the Borrower’s or its Subsidiary’s (as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute, at the time of designation, the incurrence of any Indebtedness or Liens of such Subsidiary is not existing at such time and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the board of directors of the Borrower in good faith at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. The re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary 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 equivalent termre-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 documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Amount calculations required by preceding clause (to the extent permissible under such Indebtednessa).

Designation of Subsidiaries. (a) After The Board of Directors of Holdings may at any time after the Closing Date, Parent may Date designate any of its Subsidiaries Restricted Subsidiary (other than the Borrowers but including any existing Restricted Subsidiary and any newly acquired or newly formed Subsidiary but excluding the BorrowersSubsidiary) to be as an Unrestricted Subsidiary unless such Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, Holdings and the Restricted Subsidiaries shall be in compliance,the Consolidated Leverage Ratio, calculated on a Pro Forma Basis, with the covenant set forth in Section 6.09shall not exceed 2.25:1.00 as of the last day of the most recent Test Period (it being understood that if no Test Period cited in Section 6.09 has passed, the covenant in Section 6.09 for the first Test Period cited in such Section 6.09 shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Holdings shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliancecalculation), (iii) such designation complies with Section 6.05, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if the Subsidiary to be so designated (directly, or indirectly through its Subsidiaries Subsidiaries) owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, on any property of, Parent Holdings or any Restricted Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further that (a) such designation complies with Section 7.06; and (bv) each of the neither Holdings nor any Restricted Subsidiary to shall at any time be so designated and 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 for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereunder or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness pursuant to which the lender has recourse to any Indebtedness, Lien or other obligation of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary (including any right to be a Restricted take enforcement action against such Unrestricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event ). The designation of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if after the Closing Date shall constitute an Investment by Holdings therein at the date of designation in an amount equal to the fair market value as determined in good faith by Holdings of Holdings’ or its Subsidiary’s (as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary is not designated as an existing at such time and (ii) a return on any Investment by Holdings or any Restricted Subsidiary in Unrestricted Subsidiary (or equivalent term) in the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Amount (Subsidiaries pursuant to the extent permissible under preceding sentence in an amount equal to the fair market value as determined in good faith by Holdings at the date of such Indebtedness)designation of Holdings’ or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. (a) After the Closing Date, The Parent Borrower may designate any of its Subsidiaries (including any existing Restricted Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be an Unrestricted Subsidiary unless such if that designation would not cause a Default or Event of Default (and so long as no Default or Event of Default is then continuing); provided that the Parent Borrower may not designate a Subsidiary or any of its Subsidiaries as Unrestricted if it owns any Equity Interests or Indebtedness of, or owns or holds any a Lien on, any property of, assets of the Parent Borrower or any Restricted Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided) and after giving pro forma effect to such designation, that no Default the Parent Borrower would have been in compliance with Section 7.06 as of the last day of the Measurement Period most recently then ended. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness, Liens or Event Investments of Default shall have occurred and such Subsidiary will be continuing and deemed to be incurred by a Restricted Subsidiary of the Parent and its Restricted Subsidiaries shall Borrower as of such date and, if such Indebtedness, Liens or Investments is not permitted to be incurred as of such date under the terms of this Agreement, the Parent Borrower will be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further that (a) default of such designation complies with Section 7.06; and (b) each of the Subsidiary to be so designated and its Subsidiaries has not covenant. The Parent Borrower may at the any time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Parent Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of the Parent Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary; provided, thatand such designation will only be permitted if (x) such Indebtedness, immediately before Liens and after giving effect to Investments are permitted under the terms of this Agreement, calculated on a pro forma basis as if such designation, designation had occurred at the beginning of the applicable Measurement Period and (y) no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall would be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of existence following such designation shall be deemed incurred or established, as applicable at such timedesignation. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as an Unrestricted Subsidiary (or equivalent term) in the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Amount (to the extent permissible under such Indebtedness).

Designation of Subsidiaries. (a) After the Closing Date, Parent may No Loan Party will designate any of its Subsidiaries (including any existing Restricted Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be as an Unrestricted Subsidiary unless (i) the Borrower Representative delivers a written notice to the Administrative Agent of such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness ofdesignation, or owns or holds any Lien on(ii) immediately before and after such designation, any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for continuing, (iii) immediately after giving effect to such designation, the Total Leverage Ratio is less than 4.75 to 1.00 as of the last day of the most recently ended Test Period completed period of four consecutive fiscal quarters ending prior to the date of such designation for which the financial statements and certificates required by Section 5.01(a) or 5.01(b), as the case may be, and Section 5.01(d), have been delivered pursuant and, as a condition precedent to Section 6.01 and providedthe effectiveness of any the designation such Borrower Representative shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, further that (aiv) such designation complies with Section 7.06; and Subsidiary is not designated as a “Restricted Subsidiary” (bor the equivalent) each for the purpose of the 2029 Convertible Debentures, any other Subordinated Indebtedness of the Loan Parties or the Term Loan Documents and is not otherwise generally subject to the representations, warranties, covenants and events of default under the 2029 Convertible Debentures, any other Subordinated Indebtedness of the Loan Parties or Term Loan Documents, (v) such Restricted Subsidiary to be so designated and its Subsidiaries has subsidiaries do not own any Equity Interests or Indebtedness of, or own or hold any Lien on, any property of any Loan Party, (vi) such Subsidiary or such Subsidiary’s subsidiaries have not at the time of designation, and does not do not, thereafter, create, incur, issue, assume, guarantee guarantee, or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party Party, (vii) such Subsidiary is not WESCO Receivables or any Restricted Subsidiary which holds any Equity Interests or Indebtedness of WESCO Receivables, (viii) the revenues of such Subsidiary. (b) Parent may designate , as of end of any Unrestricted Subsidiary to be a Restricted Subsidiary; providedfiscal year, thatfor the period of four consecutive fiscal quarters then ended, immediately before and after giving effect to such designation, no Default or Event were less than 5% of Default shall have occurred and be continuing and Parent the consolidated revenues of Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for such period, (ix) the revenues of such Subsidiary, as of end of any fiscal year, for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; providedperiod of four consecutive fiscal quarters then ended, further, that any Indebtedness when taken together with the revenues of all Excluded Subsidiaries and all other Unrestricted Subsidiaries were less than 15% of the applicable Subsidiary consolidated revenues of Holdings and its Subsidiaries for such period, (x) the consolidated assets of such Subsidiary, as of end of any Liens encumbering fiscal year, were less than 5% of the consolidated total assets of Holdings and its property existing Subsidiaries as of the time end of such designation shall be deemed incurred or establishedfiscal year, and (xi) the consolidated assets of such Subsidiary, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer end of Parent certifying that such designation complied any fiscal year, when taken together with the consolidated assets of all Excluded Subsidiaries and all other Unrestricted Subsidiaries were less than 15% of the consolidated total assets of Holdings and its Subsidiaries as of the end of such fiscal year (in the case of each of the foregoing provisionclauses (viii) through (xi), as reflected on the most recent annual or quarterly consolidated financial statements of Holdings and its Subsidiaries). Parent shall not be permitted to designate The designation of any Subsidiary as an Unrestricted Subsidiary if shall constitute an Investment therein by such Borrower and its Restricted Subsidiaries, as applicable, at the date of designation in an amount equal to the fair market value of the applicable parties’ investment therein (the fair market value of such investment to be calculated without regard to any guarantee provided by such designated or re designated Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary is existing at such time and (B) a return on any Investment by such Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Borrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. Notwithstanding anything to the contrary herein, any Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary may not designated be subsequently redesignated as an Unrestricted Subsidiary (or equivalent term) in the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Amount (to the extent permissible under such Indebtedness)Subsidiary.

Designation of Subsidiaries. (a) After The Parent Borrower may at any time after the Closing Date, Parent may ClosingThird Amendment Effective Date designate any of its Subsidiaries (including any existing Restricted Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be as an Unrestricted Subsidiary unless or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation no Event of Default shall have occurred and be continuing, (ii) the status of any such Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary shall at all times be the same under this Agreement, any Credit Agreement Refinancing Indebtedness, any Permitted Incremental Indebtedness, any Indebtedness evidenced by Junior Debt Documents and any Permitted Refinancing Indebtedness of any of the foregoing, (iii) no Unrestricted Subsidiary or any of its Subsidiaries owns shall own any Equity Interests Capital Stock or Indebtedness of, or owns own or holds hold any Lien on, on any property of, the Parent Borrower or any Restricted Subsidiary of Parent (other than solely any that is not a Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and (iv) the Parent and its Restricted Subsidiaries shall Borrower, immediately after giving effect to such designation, would be in Pro Forma Compliance pro forma compliance with the Financial Covenant set forth in Section 7.09 7.06 for the most recently ended Test Testing Period for which financial statements have been delivered pursuant to Section 6.01 and provided6.01(a) or (b), further that as applicable, whether or not then in effect, (av) such designation complies with Section 7.06; no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (bvi) each of the Subsidiary to be so designated and 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 Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event of Default Borrower shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible executed by an Authorized Officer of the Parent Borrower, certifying that such designation complied compliance with the foregoing provisionapplicable requirements of this Section 6.13. Parent shall not be permitted to designate The designation of any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s Investment therein; provided, that in no event shall any return on any Investment by the Parent Borrower in an Unrestricted Subsidiary (or equivalent term) in be duplicative of any return that increases the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Available Amount (pursuant to the extent permissible under definition thereof. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness, Liens or Investments of such Indebtedness)Subsidiary existing at such time.

Designation of Subsidiaries. The Board of Directors of the Borrower may at any time designate (aor redesignate) After the Closing Date, Parent may designate any of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of the Borrower as an Unrestricted 124 Subsidiary to be so designated)or any Unrestricted Subsidiary as a Restricted Subsidiary; providedprovided that (i) immediately before and after such designation, that no Default or Event of Default shall have occurred and be continuing (including after giving effect to the reclassification of Investments in, Indebtedness of and Parent and its Liens on the assets of, the applicable Restricted Subsidiaries Subsidiary or Unrestricted Subsidiary), (ii) after giving effect to such designation, the Borrower shall be in compliance with financial covenants set forth in Section 9.15 as in effect on the FirstFourth Amendment Effective Date (whether or not then in effect) calculated on a Pro Forma Compliance with Section 7.09 for Basis as of the last day of the four consecutive Fiscal Quarter period most recently ended Test Period for which the Borrower has delivered financial statements have been delivered pursuant to Section 6.01 and provided8.1(a) or 8.1(b), further that prior to such designation, (a) such designation complies with Section 7.06; and (biii) each of the Subsidiary to be so designated as “unrestricted” and each of 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 Indebtedness pursuant to which the lender thereof has recourse to any of the assets of any Loan Party the Borrower or any Restricted Subsidiary. , (biv) Parent no Restricted Subsidiary may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary designated as an Unrestricted Subsidiary if such it was previously designated an Unrestricted Subsidiary or if it is not designated a Restricted Subsidiary for purposes of any Subordinated or unsecured Indebtedness and (v) no Unrestricted Subsidiary shall own any Equity Interests of any Restricted Subsidiary. The designation of any Subsidiary of the Borrower as an Unrestricted Subsidiary (shall constitute an Investment by the Borrower or equivalent term) its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the documentation relating to any other Indebtedness portion of the Loan Parties in excess Fair Market Value of the Threshold Amount net assets of such Person attributable to the Borrower’s or its applicable Restricted Subsidiary’s equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent permissible such Investment is permitted under Section 9.3). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence or making at the time of designation of any Investments, Indebtedness or Liens of such Indebtedness)Subsidiary existing at such time. As of the Closing Date, there are no Unrestricted Subsidiaries.

Designation of Subsidiaries. (a) After The Board of Directors of the Closing Date, Parent Administrative Borrower may at any time designate any Restricted Subsidiary of its Subsidiaries the Administrative Borrower (including other than the Co-Borrower or, at any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding time the Borrowersdirect parent of the SPV VLCC Parent is not the Administrative Borrower, the direct parent of the SPV VLCC Parent) to be an Unrestricted Subsidiary unless or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary of the Administrative Borrower (provided, that with respect to the SPV VLCC Parent, the SPV VLCC Unrestricted Subsidiary and the SPV VLCC Vessel Owners, within 10 Business Days after the repayment in full of the Indebtedness outstanding under the Sinosure Facility Agreement (other than contingent obligations not yet then due and payable) (as such date may be extended by the Administrative Agent in its sole discretion), the Board of Directors of the Administrative Borrower shall designate each such Person as a Restricted Subsidiary of the Administrative Borrower (such designations, the “SPV VLCC Designations”)); provided that (i) immediately before and after such designation (or any re-designation), no Default shall have occurred and be continuing, (ii) in the case of the designation of a Subsidiary as an Unrestricted Subsidiary, (x) the Subsidiary to be so designated does not (directly, or indirectly, through its Subsidiaries owns Subsidiaries) at such time own any Equity Interests or Indebtedness of, or owns own or holds hold any Lien on, on any property of, Parent Holdings, the Administrative Borrower or any Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further that (a) such designation complies with Section 7.06; and (by) each the Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as described in the immediately succeeding sentence is permitted by Sections 6.04(n) and/or (o), (iii) in the case of the Subsidiary to be so designated and its Subsidiaries has not at the time designation of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary as an Unrestricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event the total assets of Default shall have occurred all Unrestricted Subsidiaries (excluding intercompany accounts with other Unrestricted Subsidiaries to be so designated at such time and investments in Subsidiaries of such Unrestricted Subsidiaries to be continuing and Parent and its Restricted Subsidiaries so designated at such time) shall be less than 5.00% of Consolidated Total Assets, and (iv) in Pro Forma Compliance with the case of the designation (or re-designation, as the case may be) of an Unrestricted Subsidiary as a Restricted Subsidiary of the Administrative Borrower, the incurrence of Indebtedness and Liens resulting from the designation (or re-designation, as the case may be) of such Unrestricted Subsidiary as a Restricted Subsidiary as described in the second succeeding sentence is permitted by Sections 6.01 and Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.016.02; provided, further, that (x) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” immediately after giving effect to any Indebtedness such designation hereunder and any other contemporaneous designation under any Refinancing Notes Indenture or any Additional Permitted Unsecured Debt and (y) no Subsidiary of Holdings that is not also a Subsidiary of the applicable Administrative Borrower may be designated as an Unrestricted Subsidiary after the Closing Date. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower therein at the date of designation in an amount equal to the aggregate Fair Market Value of the Administrative Borrower’s and its Restricted Subsidiaries’ Investment therein. The designation (or re-designation, as the case may be) of any Liens encumbering its property existing Unrestricted Subsidiary as a Restricted Subsidiary of the Administrative Borrower shall constitute, at the time of such designation shall be deemed incurred (or establishedre-designation, as applicable the case may be), the incurrence of any Indebtedness or Liens of such Subsidiary existing at such time. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary. (cb) Any such designation by Parent shall (or re-designation, as the case may be) of a Restricted Subsidiary of the Administrative Borrower as an Unrestricted Subsidiary will be notified by Parent evidenced to the Administrative Agent by promptly delivering delivery of a certificate from a Responsible Officer of the Administrative Borrower to the Administrative Agent (i) attaching a certificate certified copy of a Responsible Officer resolution of Parent the Board of Directors of the Administrative Borrower giving effect to such designation and (ii) certifying that such designation complied (or re-designation, as the case may be) complies with the foregoing provision. Parent shall not be provisions of this Section 5.17 and was permitted to designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as an Unrestricted Subsidiary (or equivalent term) in the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Amount (to the extent permissible under such Indebtedness)by this Agreement.

Designation of Subsidiaries. (a) After The board of directors (or other equivalent governing body) of the Closing Date, Parent Borrower may designate any Subsidiary of its Subsidiaries the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowersor Person becoming a Subsidiary through merger, consolidation or amalgamation or Investment therein) to be an Unrestricted Subsidiary; provided that all Investments of the Borrower or any Restricted Subsidiary unless in such Subsidiary or any at the time of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent or any Subsidiary of Parent such designation shall be treated as Investments (other than solely any Subsidiary calculated at the fair market value as of the Subsidiary to be so designated)date of such designation) made on the date of such designation; provided, and provided further that the Borrower may not make such designation unless at the time of such action and immediately after giving effect thereto (i) no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall continuing, (ii) the Investment represented by such designation is permitted under Section 9.3, (iii) the Borrower would be in Pro Forma Compliance compliance with the financial covenants set forth in Section 7.09 9.15 on a pro forma basis after giving effect to such designation, (iv) such Subsidiary is not a “restricted subsidiary” for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and providedpurpose of any Subordinated Indebtedness, further that (a) such designation complies with Section 7.06; the Senior Notes or any other senior Indebtedness of the Borrower or any of its Subsidiaries and (bv) the Borrower has provided to the Administrative Agent a certificate of a Responsible Officer in form reasonably satisfactory to the Administrative Agent to the effect that each of the Subsidiary to be so designated and its Subsidiaries foregoing conditions 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 Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiarybeen satisfied. (b) Parent The board of directors (or other equivalent governing body) of the Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, provided that the Borrower may not make such designation unless at the time of such action and immediately before and after giving effect to thereto, (i) none of such designationUnrestricted Subsidiaries have outstanding Indebtedness, other than Indebtedness permitted under Section 9.1, or Liens on any of their Property, other than Permitted Liens (in each case taking into account the other Indebtedness and Liens of the Borrower and its Restricted Subsidiaries), (ii) no Default or Event of Default shall have occurred and be continuing continuing, (iii) all representations and Parent warranties herein will be true and its Restricted Subsidiaries shall be correct in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing all material respects as of if remade at the time of such designation designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be deemed incurred or establishedtrue and correct in all respects as of the relevant date, as applicable at such time. and (civ) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering Borrower has provided to the Administrative Agent a certificate of a Responsible Officer in form reasonably satisfactory to the Administrative Agent to the effect that each of Parent certifying that such designation complied with the foregoing provision. Parent conditions has been satisfied. (c) Neither the Borrower nor any Restricted Subsidiary shall guarantee or otherwise become liable in respect of any Indebtedness of or other obligation of (other than guarantees to support pledges by the Borrower or any Restricted Subsidiary of Capital Stock of an Unrestricted Subsidiary, which guarantees are not be permitted recourse to designate any Subsidiary as other assets of the Borrower or any Restricted Subsidiary), grant any Lien on any of its Property (other than Capital Stock of an Unrestricted Subsidiary if owned by the Borrower or such Restricted Subsidiary) to secure any Indebtedness of or other obligation of, or provide any other form of credit support to, any Unrestricted Subsidiary. (d) No Unrestricted Subsidiary is not designated as may own any Capital Stock in or Indebtedness of, or own or hold any Lien on any Property of, the Borrower or any Restricted Subsidiary (other than limited partnership interests in CST Fuel Supply Co received by an Unrestricted Subsidiary (or equivalent term) in the documentation relating pursuant to any other Indebtedness of the Loan Parties in excess of the Threshold Amount (to the extent permissible under such Indebtednessa Drop Down Transaction permitted hereunder).

Designation of Subsidiaries. (a) After The Parent Borrower may at any time after the Closing Date, Parent may ThirdFifth Amendment Effective Date designate any of its Subsidiaries (including any existing Restricted Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be as an Unrestricted Subsidiary unless or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation no Event of Default shall have occurred and be continuing, (ii) the status of any such Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary shall at all times be the same under this Agreement, any Credit Agreement Refinancing Indebtedness, any Permitted Incremental Indebtedness, any Indebtedness evidenced by Junior Debt Documents and any Permitted Refinancing Indebtedness of any of the foregoing, (iii) no Unrestricted Subsidiary or any of its Subsidiaries owns shall own any Equity Interests Capital Stock or Indebtedness of, or owns own or holds hold any Lien on, on any property of, the Parent Borrower or any Restricted Subsidiary of Parent (other than solely any that is not a Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and (iv) the Parent and its Restricted Subsidiaries shall Borrower, immediately after giving effect to such designation, would be in Pro Forma Compliance pro forma compliance with the Financial Covenant set forth in Section 7.09 7.06 for the most recently ended Test Testing Period for which financial statements have been delivered pursuant to Section 6.01 and provided6.01(a) or (b), further that as applicable, whether or not then in effect, (av) such designation complies with Section 7.06; no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (bvi) each of the Subsidiary to be so designated and 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 Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event of Default Borrower shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible executed by an Authorized Officer of the Parent Borrower certifying that such designation complied compliance with the foregoing provisionapplicable requirements of this Section 6.13. Parent shall not be permitted to designate The designation of any Subsidiary as an Unrestricted Subsidiary if shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s Investment therein; provided that in no event shall any return on any Investment by the Parent Borrower in an Unrestricted Subsidiary be duplicative of any return that increases the Available Amount pursuant to the definition thereof. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness, Liens or Investments of such Subsidiary is not existing at such time. Notwithstanding anything herein to the contrary in this Section 6.13, (i) if any Restricted Subsidiary owns or holds any Material Intellectual Property, no such Restricted Subsidiary may be designated as an Unrestricted Subsidiary, (ii) neither the Parent Borrower nor any of its Restricted Subsidiaries shall make any Investment in, Restricted Payment to, or transfer or assignment to, any Unrestricted Subsidiary (or equivalent term) that, in any case, is in the documentation relating to form of Material Intellectual Property (other than (A) non-exclusive licenses, sublicenses or cross-licenses and (B) intercompany transfers or assignments of such Material Intellectual Property that does not effectively result in the transfer of beneficial ownership of such Material Intellectual Property) and (iii) no Unrestricted Subsidiary shall own or hold any other Indebtedness of the Loan Parties in excess of the Threshold Amount (to the extent permissible under such Indebtedness)Material Intellectual Property.

Designation of Subsidiaries. (a) After Subject to clauses (b) and (c) below, the Closing Date, Parent Guarantor may designate or redesignate any of its Subsidiaries (including any existing Unrestricted Subsidiary as a Restricted Subsidiary and may designate or redesignate any newly acquired or newly formed Restricted Subsidiary but excluding the Borrowers) to be as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Subsidiary; provided that: (i) the Parent or any Subsidiary of Parent (other Guarantor shall have given not less than solely any Subsidiary 10 days’ prior written notice to the holders of the Subsidiary to be so designated); providedNotes that a Senior Financial Officer has made such determination, that (ii) at the time of such designation or redesignation and immediately after giving effect thereto no Default or Event of Default would exist, (iii) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have previously been delivered pursuant to Section 6.01 and provideddesignated as an Unrestricted Subsidiary, further that (a) such designation complies with Section 7.06; and (biv) each in the case of the designation of an Unrestricted Subsidiary to be so designated and its Subsidiaries has as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the time date of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be this Agreement have previously been designated as a Restricted Subsidiary; provided, further, that notwithstanding the foregoing, the Company shall at all times remain a Restricted Subsidiary of the Parent Guarantor. (b) The Parent Guarantor will ensure that, immediately before at all times, (i) the aggregate consolidated total assets of the Parent Guarantor and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and Parent and its the then existing Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness constitute not less than 85% of aggregate consolidated total assets of the applicable Subsidiary Parent Guarantor and all of its Subsidiaries and (ii) Consolidated Net Income shall contribute not less than 85% of the consolidated net income (or deficit) of the Parent Guarantor and all of its Subsidiaries, after deduction of all expenses, taxes, and other proper charges, determined in accordance with GAAP, after eliminating therefrom all non-recurring non-cash gains or losses and any Liens encumbering its property existing as unrealized adjustments, whether positive or negative, resulting from Interest Rate Protection Agreements or Swap Contracts in respect of currency hedging entered into in the time ordinary course of such designation shall be deemed incurred or established, as applicable at such timebusiness. (c) Any such designation If at any time, (i) the aggregate consolidated total assets of the Parent Guarantor and the then existing Restricted Subsidiaries shall constitute less than 85% of aggregate consolidated total assets of the Parent Guarantor and all of its Subsidiaries or (ii) Consolidated Net Income shall contribute less than 85% of the consolidated net income (or deficit) of the Parent Guarantor and all of its Subsidiaries, after deduction of all expenses, taxes, and other proper charges, determined in accordance with GAAP, after eliminating therefrom all non-recurring non-cash gains or losses and any unrealized adjustments, whether positive or negative, resulting from Interest Rate Protection Agreements or Swap Contracts in respect of currency hedging entered into in the ordinary course of business, the Parent Guarantor shall promptly designate, by Parent shall be notified by Parent written notice to the Administrative Agent by promptly delivering holders of the Notes, such other Subsidiaries of the Parent Guarantor to the Administrative Agent a certificate of a Responsible Officer of Parent certifying be deemed Restricted Subsidiaries hereunder so that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as an Unrestricted Subsidiary (or equivalent term) in the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Amount (to the extent permissible under such Indebtedness)thresholds are satisfied.

Designation of Subsidiaries. The board of directors (aor similar governing body) After of the Closing Date, Parent may at any time designate any of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated)as a Restricted Subsidiary; provided, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further provided that (a) such designation complies with Section 7.06; and (b) each of the Subsidiary to be so designated and 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 Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and continuing, (b) immediately after giving effect to such designation, the Total Adjusted Net Leverage Ratio shall not exceed the Applicable Total Adjusted Net Leverage Ratio with respect to the Fiscal Quarter of the Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or establishedon a pro forma basis, as applicable at such time. (c) Any no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the HFOTCO Credit Documents or any other Indebtedness, (d) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (e) the Obligor may not be designated as an Unrestricted Subsidiary, (f) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary, or any of its Subsidiaries, has incurred, created, assumed or become liable for any Indebtedness pursuant to which any 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 by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a an Responsible Officer of Parent the Obligor, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (a) through (f) of this Section 5.17 and, if applicable, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary” and (h) at least five Business Days prior to the designation complied 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 the foregoing provisionrespect to such Subsidiary. Parent shall not be permitted to designate The designation of any Subsidiary as an Unrestricted Subsidiary if shall constitute an Investment by the Parent therein at the date of designation in an amount equal to the fair market value of the Parent’s Investment therein; provided that upon a redesignation of such Subsidiary is not designated 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 (A) the fair market value of Investments of the Parent and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the 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 (or equivalent termii) the portion (proportionate to the Parent’s and the Restricted Subsidiaries’ Equity Interest in the documentation relating to any other Indebtedness such Subsidiary) of the Loan Parties in excess fair market value of the Threshold Amount (to net assets of such Subsidiary at the extent permissible under time of such Indebtedness)redesignation. The designation of any Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Designation of Subsidiaries. (a) After The Board of Directors of Holdings or the Closing Date, Parent Borrower may at any time designate any Restricted Subsidiary of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be Borrower as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness ofUnrestricted Subsidiary as a Restricted Subsidiary by notice to the Agent; provided that, or owns or holds any Lien onin each case, any property of, Parent or any Subsidiary of Parent (i) other than solely any Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further that (a) such designation complies with Section 7.06; and (b) each of the Subsidiary to be so designated and 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 Indebtedness pursuant to which designation of Flotek or BPC as Unrestricted Subsidiaries after the lender has recourse to any of the assets of any Loan Party Closing Date and only so long as Flotek or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designationBPC are not Wholly Owned by Holdings, no Default or Event of Default shall have occurred is then continuing or would result therefrom, (ii) other than with respect to any designation of Flotek or BPC as Unrestricted Subsidiaries after the Closing Date and only so long as Flotek or BPC are not Wholly Owned by Holders, after giving effect to such designation the Aggregate Revolver Outstandings would not exceed the lesser of the Maximum Revolver Amount and the then-current Borrowing Base, (iii) no Restricted Subsidiary may be continuing designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and Parent then re-designated as a Restricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after such designation it would be a “restricted subsidiary” for the purpose of the Term Loan Credit Agreement, [**] or any other Material Indebtedness, (v) other than with respect to any designation of Flotek or BPC as Unrestricted Subsidiaries after the Closing Date and its only so long as Flotek or BPC are not Wholly Owned by Holdings, the Borrower and the Restricted Subsidiaries shall be in compliance on a Pro Forma Compliance Basis with Section 7.09 for a Fixed Charge Coverage Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date of such designation, as if such designation and any related transactions had occurred on the first day of such Test Period, of not less than 1.00:1.00, and (vi) if such designation would result in Current Asset Collateral owned by a Borrower or Guarantor immediately prior to such designation being owned by an Unrestricted Subsidiary immediately after such designation with a value individually or in the aggregate of greater than 5.0% of the Borrowing Base based on the most recently ended Test Period for which financial statements have been delivered pursuant Borrowing Base Certificate prior to Section 6.01; providedsuch event, furtherthen Borrower shall be required, prior to such designation, deliver to Agent an updated Borrowing Base Certificate that any Indebtedness reflects the removal of the applicable Subsidiary and assets from the Borrowing Base. The designation of any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary if after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Borrower’s investment therein and the Investment resulting from such designation must otherwise be in compliance with Section 8.11 (as determined at the time of such designation) (for the avoidance of doubt, the designation of Flotek and/or BPC as an Unrestricted Subsidiary shall not constitute an additional Investment thereof by any of the Obligors unless such designation occurs after Flotek and/or BPC (as applicable) become Wholly Owned Subsidiaries). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt or Liens of such Subsidiary existing at such time and the Debt or Liens of such Subsidiary must otherwise be in compliance with Section 8.12 and 8.16 (as determined at the time of such designation). Notwithstanding anything to the contrary contained herein, (x) no Unrestricted Subsidiary may at any time hold (directly or indirectly) Stock in, or Debt owed by or Liens (securing Debt for 316 317 Borrowed Money) in, any Restricted Subsidiary and (y) in no event shall any Restricted Subsidiary that owns (or has an exclusive license to) any Intellectual Property that is not material to the operations or the business of Holdings and its Restricted Subsidiaries be permitted to be designated as an Unrestricted Subsidiary, nor shall any Unrestricted Subsidiary be permitted to own (or equivalent term) in the documentation relating to have an exclusive license to), develop, or receive from Holdings or any other Indebtedness of the Loan Parties in excess of the Threshold Amount (its Restricted Subsidiaries, any Intellectual Property that is material to the extent permissible under such Indebtedness)operations or the business of Holdings and its Restricted Subsidiaries.

Designation of Subsidiaries. The Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) After the Closing Dateimmediately before and after such designation, Parent may designate any of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing continuing, (b) any Subsidiary of an Unrestricted Subsidiary will automatically be deemed to be an Unrestricted Subsidiary, (c) immediately after giving effect to such designation, the Borrower and Parent and its the Restricted Subsidiaries shall be in compliance, on a Pro Forma Compliance Basis, with the covenant set forth in Section 7.09 for 7.12, (d) the most recently ended Test Period for which financial statements have been delivered pursuant Borrower shall not be designated as an Unrestricted Subsidiary, (e) immediately after giving effect to such designation, the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 6.01 and provided6.10, further that (a) such designation complies with Section 7.06; and (bf) each of (1) the Subsidiary to be so designated and (2) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee guarantee, or otherwise become directly or indirectly liable with respect to any Indebtedness Debt pursuant to which the lender has recourse to any of the assets of any Loan Party the Borrower or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary except for Debt that could otherwise be incurred by the Borrower or such Restricted Subsidiary hereunder and, if such Debt is secured, the Liens securing such Debt are permitted to be a incurred by the Borrower or such Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, Subsidiary hereunder (provided that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation Debt shall be deemed incurred hereunder by the Borrower or establishedsuch Restricted Subsidiary, as applicable at such time. the case may be) and (cg) Any such no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Incremental Equivalent Debt, Permitted Other Debt or any Credit Agreement Refinancing Debt. The designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.6). If any Person becomes a Restricted Subsidiary is not designated as on any date after the Closing Date (including by redesignation of an Unrestricted Subsidiary (as a Restricted Subsidiary), the Debt, Liens and Investments of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Sections 7.1, 7.2 and 7.6, respectively, but will not be considered the sale or equivalent term) issuance of Capital Stock for purposes of Section 7.5. Upon a re-designation of such Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have a permanent Investment in the documentation relating re-designated Restricted Subsidiary in an amount (if positive) equal to any other Indebtedness (i) the Borrower’s “Investment” in such Person at the time of such re-designation, less (ii) the portion of the Loan Parties in excess fair market value of the Threshold Amount (net assets of such Person attributable to the extent permissible under Borrower’s equity therein at the time of such Indebtedness)re-designation.

Designation of Subsidiaries. (a) After The Parent Borrower may at any time after the Closing Date, Parent may Date designate any of its Subsidiaries (including any existing Restricted Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be as an Unrestricted Subsidiary unless or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation no Event of Default shall have occurred and be continuing, (ii) the status of any such Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary shall at all times be the same under this Agreement, any Credit Agreement Refinancing Indebtedness, any Permitted Incremental Indebtedness, any Indebtedness evidenced by Junior Debt Documents and any Permitted Refinancing Indebtedness of any of the foregoing, (iii) no Unrestricted Subsidiary or any of its Subsidiaries owns shall own any Equity Interests Capital Stock or Indebtedness of, or owns own or holds hold any Lien on, on any property of, the Parent Borrower or any Restricted Subsidiary of Parent (other than solely any that is not a Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and (iv) the Parent and its Restricted Subsidiaries shall Borrower, immediately after giving effect to such designation, would be in Pro Forma Compliance pro forma compliance with the Financial Covenant set forth in Section 7.09 7.06 for the most recently ended Test Testing Period for which financial statements have been delivered pursuant to Section 6.01 and provided6.01(a) or (b), further that as applicable, whether or not then in effect, (av) such designation complies with Section 7.06; no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (bvi) each of the Subsidiary to be so designated and 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 Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event of Default Borrower shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible executed by an Authorized Officer of the Parent Borrower, certifying that such designation complied compliance with the foregoing provisionapplicable requirements of this Section 6.13. Parent shall not be permitted to designate The designation of any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s Investment therein; provided, in no event shall any return on any Investment by the Parent Borrower in an Unrestricted Subsidiary (or equivalent term) in be duplicative of any return that increases the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Available Amount (pursuant to the extent permissible under definition thereof. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness, Liens or Investments of such Indebtedness)Subsidiary existing at such time.

Designation of Subsidiaries. (a) After the Closing Date, Parent the Borrower may designate any of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be as an Unrestricted Subsidiary unless such Subsidiary or any by delivery of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent or any Subsidiary a certificate of Parent (other than solely any Subsidiary a Responsible Officer of the Borrower to the Administrative Agent, which certificate shall name each of the Subsidiaries being designated as Unrestricted Subsidiaries, state the effective date of such designation, which shall be the date of delivery of such certificate, and certify that all of the conditions set forth in this Section 6.14 have been satisfied. A Subsidiary may be designated as an Unrestricted Subsidiary, only if after giving effect to be so designated); provided, that such designation no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and Parent provided further that each of the following conditions is satisfied with respect to such Subsidiary and all of its Subsidiaries: (i) such Subsidiary is not a Guarantor, nor is such Subsidiary required to be a Guarantor pursuant to Section 6.12; (A) neither the Borrower nor any of its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and providedprovides any Guarantee of, further that or any credit support for, any Indebtedness (acontingent or otherwise) of such designation complies with Section 7.06; and Subsidiary (b) each or any of the Subsidiary to be so designated and its Subsidiaries has not at the time of designationSubsidiaries), and does not thereafter, create, incur, issue, assume, guarantee or otherwise become is directly or indirectly liable with respect to for any Indebtedness pursuant to which the lender has (contingent or otherwise) of such Subsidiary (or any of its Subsidiaries), (B) no Indebtedness (contingent or otherwise) of such Subsidiary (or any of its Subsidiaries) is with recourse to any of the assets of any Loan Party Borrower or any Restricted Subsidiary, (C) neither the Borrower nor any of its Restricted Subsidiaries has any direct or indirect obligation to maintain or preserve the financial condition of such Subsidiary (or any of its Subsidiaries) or to cause any such Subsidiary (or any of its Subsidiaries) to achieve any specified level of operating results, and (D) there are no Liens on any property of the Borrower or any Restricted Subsidiary securing, nor is any of their property otherwise subject (directly or indirectly) to the satisfaction of, any Indebtedness (contingent or otherwise), of any such Subsidiary (or any of its Subsidiaries); and (iii) such Subsidiary does not, nor does any of its Subsidiaries (i) own any capital stock of or other equity interests in the Borrower or any Restricted Subsidiary, (ii) hold any Indebtedness of the Borrower or any Restricted Subsidiary, except in the ordinary course of business but in no event Indebtedness for borrowed money, or (iii) hold any Lien on property of the Borrower or any Restricted Subsidiary, except in connection with the ordinary course of business but in no event to secure debt for borrowed money. (b) Parent If at any time any Unrestricted Subsidiary designated as such pursuant to Section 6.14(a) fails to meet any of the requirements set forth in Section 6.14(a)(i), (ii) or (iii), then (i) it and each of its Subsidiaries shall thereafter cease to be Unrestricted Subsidiaries and it and each of its Subsidiaries shall be Restricted Subsidiaries, and (ii) the Borrower shall so notify the Administrative Agent. (c) The Borrower may at any time designate any Unrestricted Subsidiary designated as such pursuant to Section 6.14(a) to be a Restricted Subsidiary; provided, thatprovided that all of the Subsidiaries of such Unrestricted Subsidiary shall also be designated as Restricted Subsidiaries, and provided further that immediately before and after giving effect to such designation, designation no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing or would occur as of the time of such a consequence thereof. Such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation made by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent delivery of a certificate of a Responsible Officer of Parent certifying the Borrower to the Administrative Agent, which certificate shall (i) name each of the Subsidiaries being designated as a Restricted Subsidiary, (ii) state the effective date of such designation, which shall be the date of delivery of such certificate, and (iii) certify that all of the conditions to such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as an Unrestricted Subsidiary set forth in this Section 6.14 have been satisfied. (or equivalent termd) in the documentation relating to any other Indebtedness As of the Loan Parties in excess Closing Date, there are no Unrestricted Subsidiaries other than EnLink ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇, ▇▇ Appalachian, and each of the Threshold Amount (to the extent permissible under such Indebtedness)their respective Subsidiaries.

Designation of Subsidiaries. (a) After the Closing Date, Parent the Borrower may from time to time designate any of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the BorrowersSubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent the Borrower or any Restricted Subsidiary of Parent the Borrower (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and Parent the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered (or were required to be delivered) pursuant to Section 6.01 6.01; and provided, further that (ai) such designation complies with Section 7.06; and (bii) each of the Subsidiary to be so designated and 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 Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and Parent the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered (or were required to be delivered) pursuant to Section 6.01; and provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent the Borrower shall be notified by Parent the Borrower to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent the Borrower certifying that such designation complied with the foregoing provisionprovisions. Parent The Borrower shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as an Unrestricted Subsidiary (or equivalent term) in the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Amount (to the extent permissible under such Indebtedness).

Designation of Subsidiaries. The Borrower Representative may at any time designate or re-designate (ax) After solely prior to the Closing Third Amendment Effective Date, Parent may designate any of its Subsidiaries Subsidiary a Designated Real Estate Subsidiary (including a “Real Estate Subsidiary Designation”) or (y) at any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding time after the Borrowers) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien onThird Amendment Effective Date, any property of, Parent or any Designated Real Estate Subsidiary of Parent as a Loan Party (other than solely any a “Subsidiary of the Subsidiary to be so designatedRedesignation”); provided, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further provided that (ai) such designation complies with Section 7.06; and (b) each of the Subsidiary to be so designated and 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 Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designationReal Estate Subsidiary Designation or Subsidiary Redesignation, no Default or Event of Default shall have occurred and be continuing continuing, (ii) immediately after giving pro forma effect to such Real Estate Subsidiary Designation or Subsidiary Redesignation, (x) the Borrower Representative is in pro forma compliance with the financial covenants set forth in Sections 6.12, 6.13 and Parent 6.14 and (y) the Line Cap exceeds the aggregate amount of Revolving Credit Exposure, (iii) no 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 a Designated Real Estate Subsidiary if it is a “Subsidiary” for any other Indebtedness, (v) as of the most recent date of designation thereof, no Designated Real Estate Subsidiary shall own any Equity Interests in any Borrower or any Guarantor or hold any Indebtedness of, or Lien on any property of any Borrower or any Guarantor, (vi) the holder of any Indebtedness of any Designated Real Estate Subsidiary shall not have any recourse to any Borrower or any Guarantor with respect to such Indebtedness and (vii) no Subsidiary may be designated as a Designated Real Estate Subsidiary if, as of the date of such designation (w) it holds any material franchise or framework agreement or other material agreement with any Manufacturer relating to any Eligible Floor Plan Unit, (x) the Consolidated Total Assets of the 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 Restricted Subsidiaries shall be (including its Designated Real Estate Subsidiaries), in Pro Forma Compliance with Section 7.09 each case for the Test Period most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that 4.01 or Section 5.08 or (y) it holds any Indebtedness Material Intellectual Property. The designation of any Subsidiary as a Designated Real Estate Subsidiary shall constitute an Investment by the applicable Subsidiary and any Liens encumbering its property existing as of Loan Parties therein at the time date of such designation shall be deemed incurred or established, as applicable at in an amount equal to the portion of the fair market value of the net assets of such time. Subsidiary (c) Any and such designation by Parent shall only be notified by Parent permitted to the extent such Investment is permitted under Section 6.02). As of the date of any designation, the Borrower Representative shall have delivered to the Administrative Agent an officer’s certificate executed by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent the Borrower Representative certifying that such designation complied compliance with the foregoing provisionrequirements of this Section 5.22, including the calculation to demonstrate compliance with the financial covenants set forth in Sections 6.12, 6.13 and 6.14. Parent shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as an Unrestricted Subsidiary (or equivalent term) in the documentation relating to any other Indebtedness As of the Loan Parties in excess of ClosingThird Amendment Effective Date, the Threshold Amount (to the extent permissible under such Indebtedness)Persons listed on Schedule 5.22 attached hereto are each a Designated Real Estate Subsidiary.

Designation of Subsidiaries. (a) After the Closing Date, The Parent Borrower may designate any of its Subsidiaries subsidiary (including any existing Subsidiary subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowerssubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary subsidiary or any of its Subsidiaries subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Parent Borrower or any Restricted Subsidiary of Parent (other than solely any Unrestricted Subsidiary of the Subsidiary subsidiary to be so designated); providedprovided that 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, that directly or indirectly, by the Parent Borrower; such designation complies with the covenants described in Section 6.03(c); no Default or Event of Default shall have occurred and be continuing and continuing; either: the Parent Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio test described in Section 6.01; or the Total Net Leverage Ratio for the Parent Borrower and its Restricted Subsidiaries shall would be less than or equal to such ratio immediately prior to such designation, in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further that (a) each case on a pro forma basis taking into account such designation complies with Section 7.06designation; and (b) each of of: the Subsidiary subsidiary to be so designated designated; and its Subsidiaries 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 incur any Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party the Parent Borrower or any Restricted Subsidiary. (b) . Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of the New Senior Notes, the New Mezzanine Notes or any Junior Financing. The Parent Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, provided that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and either: the Parent Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio test described in Section 6.01; or the Total Net Leverage Ratio for the Parent Borrower and its Restricted Subsidiaries shall would be less than or equal to such ratio immediately prior to such designation, in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of each case on a pro forma basis taking into account such designation shall be deemed incurred or established, as applicable at such time. (c) designation. Any such designation by the Parent Borrower shall be notified by the Parent Borrower to the Administrative Agent by promptly delivering to filing with the Administrative Agent a certificate copy of a Responsible Officer the resolution of the board of directors of the Parent Borrower or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as an Unrestricted Subsidiary (or equivalent term) in the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Amount (to the extent permissible under such Indebtedness)provisions.

Designation of Subsidiaries. (a) After The Parent Borrower may at any time after the Closing Date, Parent may Date designate any of its Subsidiaries (including any existing Restricted Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be as an Unrestricted Subsidiary unless or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation no Event of Default shall have occurred and be continuing, (ii) the status of any such Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary shall at all times be the same under this Agreement, any Credit Agreement Refinancing Indebtedness, any Permitted Incremental Indebtedness and any Junior Debt Documents, (iii) no such Subsidiary or any of its Subsidiaries owns shall own any Equity Interests Capital Stock or Indebtedness of, or owns own or holds hold any Lien on, on any property of, the Parent Borrower or any Restricted Subsidiary of Parent (other than solely any that is not a Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and (iv) the Parent and its Restricted Subsidiaries shall Borrower would be in Pro Forma Compliance pro forma compliance with the Financial Covenant set forth in Section 7.09 7.06 for the most recently ended Test Testing Period for which financial statements have been delivered pursuant to Section 6.01 and provided6.01(a) or (b), further that as applicable, whether or not then in effect, (av) such designation complies with Section 7.06; no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (bvi) each of the Subsidiary to be so designated and 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 Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event of Default Borrower shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible executed by an Authorized Officer of the Parent Borrower, certifying that such designation complied compliance with the foregoing provisionapplicable requirements of this Section 6.13. Parent shall not be permitted to designate The designation of any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s Investment therein; provided, in no event shall any return on any Investment by the Parent Borrower in an Unrestricted Subsidiary (or equivalent term) in be duplicative of any return that increases the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Available Amount (pursuant to the extent permissible under definition thereof. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness, Liens or Investments of such Indebtedness)Subsidiary existing at such time.

Designation of Subsidiaries. (a) After the Closing Date, The Parent Borrower may designate any of its Subsidiaries (including any existing Restricted Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be an Unrestricted Subsidiary unless such if that designation would not cause a Default or Event of Default (and so long as no Default or Event of Default is then continuing); provided that the Parent Borrower may not designate a Subsidiary or any of its Subsidiaries as Unrestricted if it owns any Equity Interests or Indebtedness of, or owns or holds any a Lien on, any property of, assets of the Parent Borrower or any Restricted Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided) and after giving pro forma effect to such designation, that no Default the Parent Borrower would have been in compliance with Section 7.06 as of the last day of the Measurement Period most recently then ended. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness, Liens or Event Investments of Default shall have occurred and such Subsidiary will be continuing and deemed to be incurred by a Restricted Subsidiary of the Parent and its Restricted Subsidiaries shall Borrower as of such date and, if such Indebtedness, Liens or Investments is not permitted to be incurred as of such date under the terms of this Agreement, the Parent Borrower will be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further that (a) default of such designation complies with Section 7.06; and (b) each of the Subsidiary to be so designated and its Subsidiaries has not covenant. The Parent Borrower may at the any time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Parent Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of the Parent Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary; provided, thatand such designation will only be permitted if (x) such Indebtedness, immediately before Liens and after giving effect to Investments are permitted under the terms of this Agreement, calculated on a pro forma basis as if such designation, designation had occurred at the beginning of the applicable Measurement Period and (y) no Default or Event of Default would be in existence following such designation. ARTICLE VII Negative Covenants Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full, and all Letters of Credit have expired or terminated (or have been cash collateralized or backstopped on terms reasonably satisfactory to each applicable Issuing Lender) and all LC Disbursements shall have occurred been reimbursed, each Obligor (as applicable) covenants and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent certifying that such designation complied agrees with the foregoing provision. Parent shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as an Unrestricted Subsidiary (or equivalent term) in the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Amount (to the extent permissible under such Indebtedness).Lenders that: SECTION

Designation of Subsidiaries. (a) After Subject to Section 6.13(b) below, the Closing Date, Parent Borrower may designate any Subsidiary of its Subsidiaries the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the BorrowersSubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent the Borrower or any Restricted Subsidiary of Parent the Borrower (other than solely any Unrestricted Subsidiary of the Subsidiary to be so designated); provided, 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 no Default or Event of Default shall have occurred and may be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 cast by all Equity Interests having ordinary voting power for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and providedelection of directors or Persons performing a similar function are owned, further that directly or indirectly, by the Borrower; (aii) such designation complies with Section 7.067.06 hereof; and and (biii) each of of: (x) the Subsidiary to be so designated 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 incur any Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party the Borrower or any Restricted Subsidiary. (b) Parent The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, provided that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and Parent either: (i) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to the ratio test set forth in clause (y) of Section 7.03(a) hereof, notwithstanding clause (x) of such Section 7.03(a); or (ii) either (x) the Fixed Charge Coverage Ratio of the Borrower and its Restricted Subsidiaries shall would be in Pro Forma Compliance with Section 7.09 greater than or equal to such ratio immediately prior to such designation or (y) the Consolidated Leverage Ratio for the most recently ended Test Period for which financial statements have been delivered pursuant Borrower and its Restricted Subsidiaries would be equal to Section 6.01or less than such ratio immediately prior to such designation; provided, furtherhowever, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of in each case such designation shall be deemed incurred or established, as applicable at determination is made on a pro forma basis taking into account such timedesignation. (c) Any such designation by Parent the Borrower shall be notified by Parent the Borrower to the Administrative Agent by promptly delivering to filing with the Administrative Agent a certificate copy of a Responsible Officer the resolution of Parent the Board of Directors or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as an Unrestricted Subsidiary (or equivalent term) in the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Amount (to the extent permissible under such Indebtedness)provisions.

Designation of Subsidiaries. (a) After the Closing Date, Parent the Borrower may at any time and from time to time designate any of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the BorrowersSubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent the Borrower or any Restricted Subsidiary of Parent the Borrower (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that (i) no Default or Event of Default shall have occurred and be continuing before and Parent after giving effect to such designation and (ii) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 7.08 for the most recently ended Test Period for which financial statements Required Financial Statements have been delivered pursuant (whether or not then required to Section 6.01 be tested) and provided, further that (aA) such designation complies with Section 7.067.05; and (bB) each of neither the Subsidiary to be so designated and nor any of its Subsidiaries has not at the time of designation, and does not thereaftercreated, createincurred, incurissued, issueassumed, assume, guarantee guaranteed or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, provided that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and Parent the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 7.08 for the most recently ended Test Period for which financial statements Required Financial Statements have been delivered pursuant (whether or not then required to Section 6.01be tested); provided, provided further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable applicable, at the time of such timedesignation. (c) For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Borrower and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Investments in an amount determined as set forth in the definition of “Investment”. Such designation will be permitted only if an Investment in such amount would be permitted at such time, under any of the provisions of this Agreement, and if such Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” (d) Any such designation by Parent the Borrower shall be notified by Parent the Borrower to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent the Borrower certifying that such designation complied with the foregoing provision. Parent provisions, whereupon such designation shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as an Unrestricted Subsidiary (or equivalent term) in the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Amount (to the extent permissible under such Indebtedness)immediately effective.

Designation of Subsidiaries. (a) After The Parent Borrower may at any time after the Closing Date, Parent may Third Amendment Effective Date designate any of its Subsidiaries (including any existing Restricted Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be as an Unrestricted Subsidiary unless or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation no Event of Default shall have occurred and be continuing, (ii) the status of any such Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary shall at all times be the same under this Agreement, any Credit Agreement Refinancing Indebtedness, any Permitted Incremental Indebtedness, any Indebtedness evidenced by Junior Debt Documents and any Permitted Refinancing Indebtedness of any of the foregoing, (iii) no Unrestricted Subsidiary or any of its Subsidiaries owns shall own any Equity Interests Capital Stock or Indebtedness of, or owns own or holds hold any Lien on, on any property of, the Parent Borrower or any Restricted Subsidiary of Parent (other than solely any that is not a Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and (iv) the Parent and its Restricted Subsidiaries shall Borrower, immediately after giving effect to such designation, would be in Pro Forma Compliance pro forma compliance with the Financial Covenant set forth in Section 7.09 7.06 for the most recently ended Test Testing Period for which financial statements have been delivered pursuant to Section 6.01 and provided6.01(a) or (b), further that as applicable, whether or not then in effect, (av) such designation complies with Section 7.06; no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (bvi) each of the Subsidiary to be so designated and 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 Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event of Default Borrower shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible executed by an Authorized Officer of the Parent Borrower certifying that such designation complied compliance with the foregoing provisionapplicable requirements of this Section 6.13. Parent shall not be permitted to designate The designation of any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s Investment therein; provided that in no event shall any return on any Investment by the Parent Borrower in an Unrestricted Subsidiary (or equivalent term) in be duplicative of any return that increases the documentation relating to any other Indebtedness of the Loan Parties in excess of the Threshold Available Amount (pursuant to the extent permissible under definition thereof. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness, Liens or Investments of such Indebtedness)Subsidiary existing at such time.

Designation of Subsidiaries. The board of directors (aor similar governing body) After of the Closing Date, Parent Borrower may at any time designate any Subsidiary of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be Borrower as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent or any Subsidiary of Parent the Borrower as a Restricted Subsidiary; provided that (other than solely any Subsidiary of the Subsidiary to be so designated); provideda) immediately before and after such designation, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall or would exist after giving effect to such designation, (b) after giving effect to such designation, the Borrower would be in Pro Forma Compliance compliance with Section 7.09 for the Financial Covenants of the most recently ended Test completed Measurement Period for after giving pro forma effect thereto and to any other event during such Measurement Period as to which financial statements have been delivered pursuant to Section 6.01 and provided, further that (a) pro forma recalculation is appropriate as if such designation complies with Section 7.06; and (b) each transactions had occurred as of the first day of such Measurement Period, (c) no Restricted Subsidiary to may be so designated and as an Unrestricted Subsidiary if such Subsidiary, or any of its Subsidiaries Subsidiaries, has not at the time of designationincurred, and does not thereaftercreated, createassumed, incur, issue, assume, guarantee guaranteed or otherwise become directly or indirectly liable with respect to for any Indebtedness pursuant to which the lender any holder thereof has recourse to any of the assets of any Loan Party the Borrower or any Restricted Subsidiary. (b) Parent may designate any , and no Unrestricted Subsidiary may, at any time, incur, create, assume or be liable for any Indebtedness pursuant to be a which any holder thereof has recourse to any of the assets of the Borrower or any Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event of Default (d) the Borrower shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent deliver to the Administrative Agent by promptly delivering prior to the Administrative Agent such designation a certificate of a Responsible an Authorized Officer of Parent the Borrower, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (a) through (c) of this Section 5.15 and, if applicable, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary”, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if (1) it owns material Intellectual Property or (2) after such designation, it would be a “Restricted Subsidiary” under any indenture or other agreement or instrument evidencing, governing the rights of the holders of or otherwise relating to any Material Indebtedness of the Parent, the Borrower or any other Subsidiary. The designation complied with the foregoing provision. Parent shall not be permitted to designate of any Subsidiary as an Unrestricted Subsidiary if shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Borrower’s Investment therein; provided, that upon a redesignation of such Subsidiary is not designated as a Restricted Subsidiary, the Borrower shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the Fair Market Value of Investments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the Fair Market Value of Investments of the Borrower and the Restricted Subsidiaries made in connection with the designation of such Subsidiary as an Unrestricted Subsidiary minus (or equivalent termii) the portion (proportionate to the Borrower’s and the Restricted Subsidiaries’ Equity Interest in the documentation relating to any other Indebtedness such Subsidiary) of the Loan Parties in excess Fair Market Value of the Threshold Amount (to net assets of such Subsidiary at the extent permissible under time of such Indebtedness)redesignation. The designation of any Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Designation of Subsidiaries. (a) After The Board of Directors of the Closing Date, Parent Borrower may at any time designate any Subsidiary of its Subsidiaries the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding of the BorrowersBorrower) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, on any property of, Parent the Borrower or any other Subsidiary of Parent (other than solely any the Borrower that is not a Subsidiary of the Subsidiary to be so designated); providedprovided that (i) before and after such designation, that no Default or Event of Default shall have occurred and be continuing continuing, (ii) before and Parent and its Restricted Subsidiaries after such designation, the Total Leverage Ratio shall not be in greater than 4.50 to 1.00 after giving Pro Forma Compliance with Section 7.09 Effect thereto, and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further that (a) such designation complies with Section 7.06; and (b) each purpose of the Subsidiary to be so designated and its Subsidiaries has not at ABL Facility, the time of designationSenior Notes, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly any other Junior Financing or indirectly liable with respect to any other Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event Party. The designation of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value as determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (as applicable) Investment therein. The Board of Directors of the Borrower may at any time designate or re-designate any Unrestricted Subsidiary of the Borrower to be a Restricted Subsidiary, so long as such designation or re-designation would not result in an Event of Default. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary is existing at such time and a return on any Investment by the Borrower in such Unrestricted Subsidiary pursuant to the preceding sentence in an amount equal to the Fair Market Value as determined by the Borrower in good faith at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary (or equivalent term) Subsidiary, unless such re-designation would not result in the documentation relating to any other Indebtedness an Event of the Loan Parties in excess of the Threshold Amount (to the extent permissible under such Indebtedness)Default.

Designation of Subsidiaries. The board of directors (aor similar governing body) After of the Closing Date, Parent may at any time designate any of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated)as a Restricted Subsidiary; provided, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further provided that (a) such designation complies with Section 7.06; and (b) each of the Subsidiary to be so designated and 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 Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and continuing, (b) immediately after giving effect to such designation, the Total Adjusted Net Leverage Ratio shall not exceed the Total Adjusted Net Leverage Ratio set forth in Section 6.14 with respect to the Fiscal Quarter of the Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or establishedon a pro forma basis, as applicable at such time. (c) Any no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Bond Documents or any other Indebtedness, (d) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (e) the Borrower may not be designated as an Unrestricted Subsidiary, (f) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary, or any of its Subsidiaries, has incurred, created, assumed or become liable for any Indebtedness pursuant to which any 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 Borrower shall deliver to Administrative Agent at least five Business Days prior to such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent the Borrower, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (a) through (f) of this Section 5.17 and, if applicable, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary” and (h) at least five Business Days prior to the designation complied 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 U.S.A. Patriot Act, with the foregoing provisionrespect to such Subsidiary. Parent shall not be permitted to designate The designation of any Subsidiary as an Unrestricted Subsidiary if shall constitute an Investment by the Parent therein at the date of designation in an amount equal to the fair market value of the Parent’s Investment therein; provided that upon a redesignation of such Subsidiary is not designated 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 (A) the fair market value of Investments of the Parent and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the 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 (or equivalent termii) the portion (proportionate to the Parent’s and the Restricted Subsidiaries’ Equity Interest in the documentation relating to any other Indebtedness such Subsidiary) of the Loan Parties in excess fair market value of the Threshold Amount (to net assets of such Subsidiary at the extent permissible under time of such Indebtedness)redesignation. The designation of any Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Designation of Subsidiaries. (a) After the Closing Date, Parent may designate Designate any of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be as an Unrestricted Subsidiary unless such or any Unrestricted Subsidiary as a Restricted Subsidiary, except that the U.S. Borrower may at any time designate any Subsidiary as an Unrestricted Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further that (a) such designation complies with Section 7.06; and (b) each of the Subsidiary to be so designated and 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 Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be as a Restricted Subsidiary; provided, provided that, : (a) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing or shall be caused thereby and Parent and its Restricted Subsidiaries the Group shall be in Pro Forma Compliance compliance with the financial covenants set forth in Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant 6.07(a) and (b) on a pro forma basis; (b) with respect to Section 6.01; providedany Subsidiary to be designated as an Unrestricted Subsidiary, further, that such Subsidiary or any of its Subsidiaries does not own any Equity Interests or Indebtedness of the applicable or have any Investment in, or own or hold any Lien on any property of, any | || other Subsidiary and any Liens encumbering its property existing as of the time U.S. Borrower which is not a Subsidiary of such designation shall the Subsidiary to be deemed incurred so designated or established, as applicable at such time.otherwise an Unrestricted Subsidiary, (c) Any such designation by Parent shall Subsidiary is not party to any agreement, contract, arrangement or understanding with any Borrower or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to such Borrower or such Restricted Subsidiary than those that might be notified by Parent obtained at the time from Persons who are not Affiliates of the Borrowers; (d) such Subsidiary is a Person with respect to which neither any Borrower nor any Restricted Subsidiaries has any direct or indirect obligation (1) to subscribe for additional Equity Interests or (2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (e) such Subsidiary has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of any Borrower or any Restricted Subsidiaries; (f) neither any Borrower nor any Restricted Subsidiary will at any time (i) provide a guarantee of, or similar credit support to, any Indebtedness of such Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), (ii) be directly or indirectly liable for any Indebtedness of such Subsidiary or (iii) be directly or indirectly liable for any other Indebtedness which provides that the Administrative Agent by promptly delivering holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity) upon the Administrative Agent a certificate occurrence of a Responsible Officer default with respect to any other Indebtedness that is Indebtedness of Parent certifying that such designation complied with the foregoing provision. Parent shall not Subsidiary (including any corresponding right to take enforcement action against such Subsidiary); (g) no Restricted Subsidiary may be permitted to designate any Subsidiary designated as an Unrestricted Subsidiary if such it was previously designated as an Unrestricted Subsidiary; (h) at no time shall any Subsidiary is not be designated as an Unrestricted Subsidiary or maintained as an Unrestricted Subsidiary more than ten (10) Business Days after the time of delivery of the quarterly financial statements pursuant to Section 5.01(a) if (x) the Consolidated Adjusted EBITDA attributable to such Subsidiary, calculated on an unconsolidated basis, exceeds 5.0% of Consolidated Adjusted EBITDA or (y) the total assets of such Subsidiary, determined in accordance with GAAP and calculated on an unconsolidated basis, exceeds 5.0% of Consolidated Total Assets; and (i) any designation of a Restricted Subsidiary to an Unrestricted Subsidiary shall be deemed an Investment under Section 6.06 in an amount equal to the fair market value of the Subsidiary so designated. (j) Any such designation shall be evidenced by providing notice to the Administrative Agent of the copy of the resolution of the U.S. Borrower’s Board or Directors (or equivalent termduly authorized committee thereof) giving effect to such designation and a certificate of an Authorized Officer certifying that such designation complies with the foregoing requirements. Any designation of an Unrestricted Subsidiary as a Restricted Subsidiary solely as a result of the application of Section 6.03(h), for purposes of determining compliance with Article VI, shall be | || treated as a Permitted Acquisition (without any requirement to satisfy the definition thereof and without utilizing any portion of the amount specified in the documentation relating proviso to Section 6.08(i)), and all Indebtedness, Liens, Investments and any other Indebtedness consensual encumbrance or restriction of the Loan Parties type described in excess Section 6.05 of such Unrestricted Subsidiary shall be treated as Indebtedness, Liens, Investments and consensual encumbrances and restrictions of the Threshold Amount (type described in Section 6.05 of an entity acquired in a Permitted Acquisition. For the avoidance of doubt, such designation shall not reduce the Group’s ability to the extent permissible under such Indebtedness)consummate Permitted Acquisitions.

Designation of Subsidiaries. (a) After The Board of Directors of the Closing Date, Parent Borrower may at any time designate any of its Subsidiaries (including any existing Restricted Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Borrowers) to be as an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further that (a) such designation complies with Section 7.06; and (b) each of the Subsidiary to be so designated and 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 Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) Parent may designate any Unrestricted Subsidiary to be as a Restricted Subsidiary; provided, that, provided that (i) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall continuing, (ii) no Subsidiary may be in Pro Forma Compliance designated as an Unrestricted Subsidiary if it has Indebtedness with Section 7.09 for 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 most recently ended Test Period for which financial statements have been delivered pursuant terms of such agreement are no less favorable to Section 6.01; provided, further, that any Indebtedness of the applicable Group Member than those that might be obtained from an unaffiliated third-party, (v) no Subsidiary and any Liens encumbering its property existing as of the time of such designation shall may be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary designated as an Unrestricted Subsidiary if such Subsidiary is not 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, (vi) no Disregarded Domestic Subsidiary may be designated an Unrestricted Subsidiary, (vii) no Subsidiary may be designated an Unrestricted Subsidiary if after giving effect to such designation, the Consolidated Total Net Leverage Ratio for the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.1(a) or (b) would exceed 4.50:1.00 (with such compliance to be determined (x) disregarding the proceeds of any Indebtedness incurred as of the date of such designation in calculating such leverage ratio (it being understood that, if applicable, the use of such proceeds shall be given pro forma effect in such calculation) and (y) as though such designation happened at the beginning of the applicable fiscal period) 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 is prohibited from engaging in such transaction. (b) The designation of any Subsidiary as an Unrestricted Subsidiary (or equivalent term) shall constitute an Investment by the Borrower therein, at the date of designation in an amount equal to the documentation relating to any other Indebtedness fair market value of the Loan Parties Borrower’s investment therein as determined in excess good faith by the Board of Directors of the Threshold Amount Borrower. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall, at the time of such designation, constitute the incurrence of any Indebtedness or Liens of such Subsidiary existing at such time. Upon a redesignation of any 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 extent permissible under Borrower’s Investment in such Indebtedness)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.