Common use of Designation of Unrestricted Subsidiaries Clause in Contracts

Designation of Unrestricted Subsidiaries. (a) The Board of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided that (x) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated 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 has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (z) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (x) immediately after giving effect to such designation, the Borrower is able to incur at least $1.00 of additional Indebtedness in compliance with Section 6.01(xvii) and (y) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. (c) Any such designation in paragraph (a) or (b) above by the Board of Directors shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisions.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors may Holdings and the Borrower will not designate any Restricted Subsidiary (including any other than a newly acquired or newly formed Subsidiarycreated Subsidiary in which no Investment has previously been made) to be as an Unrestricted Subsidiary unless such (a "Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided that Designation") unless: (xi) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated 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 has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (z) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. (b) The Board continuing at the time of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (x) immediately or after giving effect to such designation, the Borrower is able to incur at least $1.00 of additional Indebtedness in compliance with Section 6.01(xviiSubsidiary Designation; (ii) and (y) immediately before and immediately after giving effect to such designationSubsidiary Designation, no Default Holdings would be in compliance with the covenants contained in Section 6.08 and Sections 6.15 through 6.19 on a pro forma basis as if such Subsidiary Designation had been made on the first day of the period of four fiscal quarters most recently ended in respect of which financial statements have been delivered by the Company pursuant to Section 5.01(a) or Event of Default shall have occurred and be continuing.5.01(b); (ciii) Any such designation in paragraph (a) or (b) above by the Board of Directors shall be evidenced Holdings has delivered to the Administrative Agent by promptly filing (x) written notice of such Subsidiary Designation and (y) a certificate of a Financial Officer setting forth in reasonable detail calculations demonstrating pro forma compliance with the Administrative Agent financial covenants contained in Section 6.08 and Sections 6.15 through 6.19, as required by clause (ii) above; and (iv) on the date of such Subsidiary Designation, Holdings and the Borrower would not be prohibited by Section 6.04(c) and the proviso to Section 6.04 from making an Investment (a copy "Deemed Subsidiary Investment") in an aggregate amount equal to the fair market value (valued at the date of such Subsidiary Designation) of (x) the net assets of such Restricted Subsidiary or (y) if less than 100% of the Board Resolution giving effect Equity Interests in such Restricted Subsidiary are held by Holdings and its Restricted Subsidiaries, in an aggregate amount equal to the percentage interest of Holdings and the Restricted Subsidiaries in such designation net assets. Holdings and the Borrower will not, and will not permit any other Restricted Subsidiary to (x) Guarantee any Indebtedness of any Unrestricted Subsidiary, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause such Indebtedness or the payment thereof to be accelerated, payable or subject to repurchase prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of an officers' certificate certifying that such designation complied with Unrestricted Subsidiary, except in the foregoing provisionscase of clause (x) or (y) to the extent permitted under Section 6.01 and Section 6.04 hereof. In no event may the Borrower be designated as an Unrestricted Subsidiary.

Designation of Unrestricted Subsidiaries. The Company will not designate any Subsidiary of the Company (other than a newly created Subsidiary in which no Investment has previously been made in excess of $1,000) as an Unrestricted Subsidiary (a "Designation") unless: (a) The Board of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided that (x) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated 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 has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (z) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing.continuing at the time of or after giving effect to such Designation; (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (x) immediately after giving effect to such designation, Designation the Borrower is Company would be able to incur at least $1.00 of additional Indebtedness pursuant to Section 10.11(a); and (c) the Company would not be prohibited under Section 10.12 from making an Investment at the time of Designation in compliance with an amount (the "Designation Amount") equal to the Fair Market Value of such Restricted Subsidiary on such date. In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.01(xvii10.12 for all 148 purposes of this Indenture in the Designation Amount. Neither the Company nor any Restricted Subsidiary shall at any time (x) and provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); PROVIDED that the Company may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against the Company other than to obtain such pledged property, (y) immediately before and immediately after giving effect be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the 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 occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such designationUnrestricted Subsidiary), except to the extent permitted under Section 10.12. The Company will not revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation"), unless: (a) no Default or Event of Default shall have occurred and be continuing. (c) Any such designation in paragraph (a) or (b) above by continuing at the Board time of Directors shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the Board Resolution and after giving effect to such designation Revocation; and (b) all Liens and an officers' certificate Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation shall be deemed to have been incurred at such time and shall have been permitted to be incurred pursuant to this Indenture. All Designations and Revocations must be evidenced by Board Resolutions delivered to the Trustee certifying that such designation complied compliance with the foregoing provisions.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors may Parent shall be permitted to designate any Subsidiary (including any newly acquired or newly formed Subsidiaryother than the Borrower) to be as an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, after the Borrower or any other Restricted Subsidiary of Closing Date by written notice to the Borrower that is not a Subsidiary of the Subsidiary to be so designatedAdministrative Agent; provided that (xa) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated 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 has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (z) immediately before and after giving effect to such designation, no Default or Event of Default shall have has occurred and be continuing. is continuing or would result therefrom, (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (x) immediately after giving effect to such designation, Parent shall be in Pro Forma Compliance, (c) such Unrestricted Subsidiary shall be capitalized (to the Borrower is able to incur at least $1.00 extent capitalized by Parent or any of additional Indebtedness its Subsidiaries) through Investments as permitted by, and in compliance with, Section 6.04, (d) without duplication of clause (c), the designation shall be treated as an Investment, with the fair market value of such Unrestricted Subsidiary at the time of the initial designation thereof being treated as the amount of such Investment, and shall be permitted only if such Investment would be permitted pursuant to Section 6.01(xvii) 6.04 and (ye) immediately before such Subsidiary shall not have been previously designated an Unrestricted Subsidiary. Parent may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided, that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) immediately after giving effect to such designationSubsidiary Redesignation, no Default or Event of Default Parent shall be in Pro Forma Compliance and (iii) Parent shall have occurred and be continuing. (c) Any such designation in paragraph (a) or (b) above by the Board of Directors shall be evidenced delivered to the Administrative Agent by promptly filing an Officer’s Certificate, certifying to the best of such Financial Officer’s knowledge, compliance with the Administrative Agent a copy requirements of preceding clauses (i) and (ii), and containing the Board Resolution giving effect to such designation calculations and an officers' certificate certifying that such designation complied with information required by the foregoing provisionspreceding clause (ii).

Designation of Unrestricted Subsidiaries. (a) The Board of Directors Company may designate any Subsidiary of the Company as an Unrestricted Subsidiary under this Agreement (including a "Designation") only if: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such Designation; and (ii) the Company would be permitted to make, at the time of such Designation, (A) a Permitted Investment pursuant to clause (20) of the definition of Permitted Investment or (B) an Investment pursuant to Section 4.07(a) hereof, in either case, in an amount (the "Designation Amount") equal to the Fair Market Value of the Company's proportionate interest in such Subsidiary on such date. (b) No Subsidiary shall be Designated as an "Unrestricted Subsidiary" unless such Subsidiary: (i) has no Indebtedness other than Non-Recourse Debt; (ii) is not party to any newly acquired agreement, contract, arrangement or newly formed understanding with the Company or any Restricted Subsidiary unless the terms of the agreement, contract, arrangement or understanding are no less favorable to the Company or the Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates; (iii) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve the Person's financial condition or to cause the Person to achieve any specified levels of operating results; and (iv) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary, except for any guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the Equity Interests of such Unrestricted Subsidiary, which guarantee is not recourse to the Company or any Restricted Subsidiary, and except to the extent the amount thereof constitutes a Restricted Payment permitted under Section 4.07 hereof. (c) If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary unless such Subsidiary owns for purposes of this Agreement and any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a Subsidiary Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be so designated; provided that (x) incurred by a Restricted Subsidiary as of the Borrower certifies to date and, if the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary Indebtedness is not permitted to be so designated incurred under Section 4.09 hereof or the Lien is not permitted under Section 4.12 hereof, the Company shall be in default of the applicable covenant. (d) The Company may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a "Redesignation") only if: (i) no Default shall have occurred and each of its Subsidiaries has not be continuing 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 the Borrower or any of its Restricted Subsidiaries and (z) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing.Redesignation; and (bii) The Board all Liens, Indebtedness and Investments of Directors may designate any such Unrestricted Subsidiary outstanding immediately following such Redesignation would, if incurred or made at such time, have been permitted to be a Restricted Subsidiary only if (x) immediately after giving effect to such designation, the Borrower is able to incur at least $1.00 incurred or made for all purposes of additional Indebtedness in compliance with Section 6.01(xvii) this Agreement. All Designations and (y) immediately before and immediately after giving effect to such designation, no Default or Event Redesignations must be evidenced by resolutions of Default shall have occurred and be continuing. (c) Any such designation in paragraph (a) or (b) above by the Board of Directors shall be evidenced of the Company, delivered to the Administrative Agent by promptly filing with the Administrative Agent a copy of the Board Resolution giving effect to such designation and an officers' certificate Trustee certifying that such designation complied compliance with the foregoing provisions.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors Company, at its option, may from time to time designate any Subsidiary as an "Unrestricted Subsidiary" for purposes hereof in accordance with the following: (including i) any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a Material Subsidiary may be designated by the Company as an Unrestricted Subsidiary in its sole discretion, (ii) any Material Subsidiary may be designated by the Company as an Unrestricted Subsidiary only with the prior written consent of the Subsidiary to be so designatedMajority Banks; provided that (x) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreementprovided, (y) each Subsidiary to be so designated 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 has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (z) immediately before and after giving effect to such designationhowever, no Default or Event of Default shall have occurred and Subsidiary may be continuing. (b) The Board of Directors may designate any designated as an Unrestricted Subsidiary to be a Restricted Subsidiary only if (xA) immediately after giving effect to any such designation, the Borrower is able to incur at least $1.00 aggregate revenues or aggregate assets of additional Indebtedness in compliance with Section 6.01(xviiall Unrestricted Subsidiaries shall exceed 15% of the aggregate revenues or aggregate assets of the Company, its Subsidiaries and its Unrestricted Subsidiaries, taken as a whole or (B) and (y) immediately before and immediately after giving effect to such designation, no any Default or Event of Default shall have occurred and be continuingthen exists or would result from any such designation. (cb) Any such designation Whenever the Company desires to designate a Subsidiary as an Unrestricted Subsidiary, the Company shall provide to the Agent a Notice of Designation of Unrestricted Subsidiary (a "Notice of Designation") in paragraph substantially the form of Exhibit G signed by a Responsible Officer. Subject to the preceding subsection (a) or (b) above ), any designation by the Board Company of Directors an Unrestricted Subsidiary shall be evidenced to become effective (i) in the Administrative Agent by promptly filing with case of any Subsidiary that is not a Material Subsidiary, three Business Days after the Administrative Agent Agent's receipt of a copy completed Notice of Designation in respect of such Subsidiary, and (ii) in the case of any Material Subsidiary, upon the written consent of the Board Resolution giving effect Majority Banks. In the case of the preceding clause (ii), the Majority Banks shall use good-faith efforts to consent to or deny the Company's request to designate a Material Subsidiary as an Unrestricted Subsidiary within 30 days of the Agent's receipt of a completed Notice of Designation in respect of such designation and an officers' certificate certifying that such designation complied with the foregoing provisionsMaterial Subsidiary.

Designation of Unrestricted Subsidiaries. So long as no Default or Event of Default exists or arises as a result thereof and subject to the next succeeding sentence, Borrower may from time to time designate a Restricted Subsidiary as an Unrestricted Subsidiary or designate an Unrestricted Subsidiary as a Restricted Subsidiary; provided that Borrower shall (a) The Board provide Administrative Agent written notification of Directors may designate any Subsidiary such designation prior to or concurrently therewith (including any newly acquired or newly formed Subsidiarywhich written notification Administrative Agent will promptly forward to Lenders), (b) to be if such designation is a Material Acquisition (in the case of the designation of an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, as a Restricted Subsidiary) or owns or holds any Lien on any property of, a Material Disposition (in the Borrower or any other case of the designation of a Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary as an Unrestricted Subsidiary), within 10 Business Days after such notification, deliver to be so designated; provided that (x) the Borrower certifies to the Administrative Agent that such designation complies a certificate, in form reasonably acceptable to Administrative Agent, demonstrating pro-forma compliance (in accordance with the provisions of Section 6.02 of this Agreement, (y1.07) each Subsidiary with Section 7.06 immediately prior to be so designated 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 has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (z) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred designation and be continuing. (bc) The Board of Directors may not designate any as an Unrestricted Subsidiary any Guarantor that is a Significant Subsidiary and that guarantees Material Debt unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Notwithstanding anything to the contrary contained herein, (w) each Guarantor shall at all times be a Restricted Subsidiary only if for all purposes hereunder unless such Guarantor is simultaneously released as a Guarantor upon such designation as contemplated pursuant to Section 6.10, (x) immediately after giving effect to such designation, the Borrower is able to incur at least $1.00 of additional Indebtedness unless designated as an Unrestricted Subsidiary in compliance with Section 6.01(xvii) and clause (y) immediately before and immediately after giving effect to such designationbelow, no Default or Event of Default each Cable Subsidiary shall have occurred and at all times be continuing. (c) Any such designation in paragraph (a) or (b) above by the Board of Directors shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisions.Restricted Subsidiary for all purposes hereunder,

Designation of Unrestricted Subsidiaries. So long as no Default or Event of Default exists or arises as a result thereof and subject to the next succeeding sentence, Borrower may from time to time designate a Restricted Subsidiary as an Unrestricted Subsidiary or designate an Unrestricted Subsidiary as a Restricted Subsidiary; provided that Borrower shall (a) The Board provide Administrative Agent written notification of Directors may designate any Subsidiary such designation prior to or concurrently therewith (including any newly acquired or newly formed Subsidiarywhich written notification Administrative Agent will promptly forward to Lenders), and (b) to be if such designation is a Material Acquisition (in the case of the designation of an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, as a Restricted Subsidiary) or owns or holds any Lien on any property of, a Material Disposition (in the Borrower or any other case of the designation of a Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary as an Unrestricted Subsidiary), within 10 Business Days after such notification, deliver to be so designated; provided that (x) the Borrower certifies to the Administrative Agent that such designation complies a certificate, in form reasonably acceptable to Administrative Agent, demonstrating pro-forma compliance (in accordance with the provisions of Section 6.02 of this Agreement, (y1.07) each Subsidiary with Section 7.07 immediately prior to be so designated 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 has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (z) immediately before and after giving effect to such designation. Notwithstanding anything to the contrary contained herein, no Default or Event of Default (x) each Guarantor shall have occurred and be continuing. (b) The Board of Directors may designate any Unrestricted Subsidiary to at all times be a Restricted Subsidiary only if for all purposes hereunder, and Borrower shall not designate a Guarantor as an Unrestricted Subsidiary, (xy) immediately unless designated as an Unrestricted Subsidiary in compliance with clause (z) below, each Cable Subsidiary shall at all times be a Restricted Subsidiary for all purposes hereunder, and (z) Borrower may designate a Cable Subsidiary as an Unrestricted Subsidiary at any time when the Leverage Ratio (calculated after giving pro forma effect to such designation) is less than or equal to 4.50 to 1.00. Borrower hereby designates Comcast Holdings Corporation and each of its Subsidiaries (other than Comcast Cable Communications, the Borrower is able to incur at least $1.00 of additional Indebtedness in compliance with Section 6.01(xviiLLC and its Subsidiaries) and (y) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingas Unrestricted Subsidiaries. (c) Any such designation in paragraph (a) or (b) above by the Board of Directors shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisions.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors Borrower may at any time designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be as an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designatedSubsidiary; provided that (x) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated 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 has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (z) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (xi) immediately after giving effect to such designation, the Borrower is able and the Restricted Subsidiaries shall be in compliance, on a pro forma basis, with the covenants set forth in Section 6.11 (and, as a condition precedent to incur 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), (ii) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at least $1.00 the time of additional designation of any Indebtedness or Liens of such Subsidiary existing at such time, (iii) the designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in compliance with Section 6.01(xviian amount equal to the fair market value of the Borrower’s Investment in such Subsidiary, (iv) and no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary; (yv) immediately before and immediately after giving effect to any such designation, no Default or Event of Default shall have occurred and be continuing. ; and (cvi) Any such designation in paragraph the total assets or consolidated EBITDA of all the Unrestricted Subsidiaries shall not exceed 25% of the consolidated total assets or consolidated EBITDA, as the case may be, of the Borrower and its Subsidiaries (abased upon and as of the date of delivery of the most recent consolidated financial statements of the Borrower furnished pursuant to Section 3.04(a) or (b) above by the Board of Directors shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisionsSection 5.01, as applicable).

Designation of Unrestricted Subsidiaries. Holdings may, at any time, designate any Subsidiary of Holdings that is not the Borrower or a Subsidiary of the Borrower as an Unrestricted Subsidiary by prior written notice to the Administrative Agent; provided that Holdings shall only be permitted to so designate a new Unrestricted Subsidiary after the Closing Date and so long as (a) The Board no Default or Event of Directors may designate any Subsidiary Default exists or would result therefrom, (including any newly acquired or newly formed Subsidiaryb) to be an Unrestricted Subsidiary unless such Subsidiary owns does not own any Capital Stock capital stock or Indebtedness of, or owns own or holds any hold a Lien on any property of, the Borrower Holdings or any other Restricted Subsidiary of the Borrower that is not a Subsidiary subsidiary of the Subsidiary to be so designated, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by Holdings or any of its Subsidiaries) through Investments (and calculated based on the fair market value of such Investment) permitted by, and in compliance with, clauses (xv) and (xxv) under Section 7.06(a), with any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof to be treated as Investments pursuant to clauses (xv) and (xxv) under Section 7.06(a); provided that at the time of the initial Investment by Holdings or any of its Subsidiaries in such Subsidiary, Holdings shall designate such entity as an Unrestricted Subsidiary in a written notice to the Administrative Agent. Holdings may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided that (xi) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this AgreementUnrestricted Subsidiary, (y) each Subsidiary to be so designated 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 has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (z) immediately both before and after giving effect to such designation, shall be a wholly owned Subsidiary of Holdings, (ii) no Default or Event of Default then exists or would occur as a consequence of any such Subsidiary Redesignation, (iii) calculations are made by Holdings of compliance on a Pro-Forma Basis with the covenants set forth in Section 7.16 for the relevant period, as if the respective Subsidiary Redesignation (as well as all other Subsidiary Redesignations theretofore consummated after the first day of such period) had occurred on the first day of such period, and such calculations shall show that such covenants set forth in Section 7.16 would have been complied with if the Subsidiary Redesignation had occurred on the first day of such period (for this purpose, if the first day of the respective period occurs prior to the Closing Date, calculated as if the covenants set forth in Section 7.16 had been applicable from the first day of such period), (iv) all representations and warranties contained herein and in the other Loan Documents shall be continuing. true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Subsidiary Redesignation (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (x) immediately both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such designationrepresentations and warranties shall be true and correct in all material respects as of such earlier date, the Borrower is able to incur at least $1.00 of additional Indebtedness in compliance with Section 6.01(xvii(v) and (y) immediately before and immediately after giving effect to such designation, no Default or Event of Default Holdings shall have occurred and be continuing. (c) Any such designation in paragraph (a) or (b) above by the Board of Directors shall be evidenced delivered to the Administrative Agent an officer’s certificate executed by promptly filing a Responsible Officer, certifying to the best of such officer’s knowledge, compliance with the Administrative Agent requirements of preceding clauses (i) through (iv), inclusive, and containing the calculations required by the preceding clause (iii), and (vi) any Unrestricted Subsidiary subject to a copy of the Board Resolution giving effect to such designation and Subsidiary Redesignation may not thereafter be designated as an officers' certificate certifying that such designation complied with the foregoing provisionsUnrestricted Subsidiary.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary subsidiary of the Company (including any existing subsidiary and any newly acquired or newly formed Subsidiarysubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary subsidiary or any of its subsidiaries owns any Capital Stock Equity Interests or Indebtedness of, or owns or holds any Lien on on, any property of, the Borrower Company or any other Restricted Subsidiary subsidiary of the Borrower that is not a Subsidiary Company (other than any subsidiary of the Subsidiary subsidiary to be so designated); provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Company, (xb) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, 6.01 and (yc) each Subsidiary of (i) the subsidiary to be so designated and each of (ii) 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 has recourse to any of the assets of the Borrower Company or any of its Restricted Subsidiaries and (z) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. (b) Subsidiary. The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (x) immediately after giving effect to such designationSubsidiary; provided that, the Borrower is able to incur at least $1.00 of additional Indebtedness in compliance with Section 6.01(xvii) and (y) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. continuing and either (cx) the Company could incur at least $1.00 of additional Indebtedness pursuant to Section 6.03(a) or (y) the Fixed Charge Coverage Ratio for the Company and its Subsidiaries would be greater than such ratio for the Company and its Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation in paragraph (a) or (b) above by the Board of Directors of the Company shall be evidenced notified by the Company to the Administrative Agent by promptly filing with delivering to the Administrative Agent a copy of the Board Resolution board resolution giving effect to such designation and an officers' certificate Officers’ Certificate of the Company certifying that such designation complied with the foregoing provisions. For purposes of designating any Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Subsidiaries (except to the extent repaid) in the subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of the term “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 6.01(a) or under Section 6.01(b)(vi), (viii) or (ix), or pursuant to the definition of the term “Permitted Investments,” and if such subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors Holdings may not designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be as an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, and Holdings may after the Borrower or Effective Date designate any other Restricted newly formed or acquired subsidiary as an Unrestricted Subsidiary of the Borrower that is not under this Agreement (a Subsidiary of the Subsidiary to be so designated; provided that “Designation”) only if: (xi) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and subsidiary does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to own any Indebtedness pursuant to which the lender has recourse to Equity Interests of any of the assets of the Borrower or any of its Restricted Subsidiaries and Subsidiary; (zii) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingcontinuing at the time of or after giving effect to such Designation; (iii) after giving effect to such Designation and any related Investment to be made in such designated subsidiary by Holdings or any Subsidiary (which shall in any event include any existing Investment in such Person at the time it is designated as an Unrestricted Subsidiary), (A) any such existing Investment and related Investment would comply with Section 6.04 and (B) Holdings and the Subsidiaries would be in compliance with each of the Financial Covenants, calculated on a pro forma basis as if such Designation and Investment had occurred immediately prior to the first day of the period of four consecutive fiscal quarters most recently ended; and (iv) Holdings has delivered to the Administrative Agent (A) written notice of such Designation and (B) a certificate, dated the effective date of such Designation, of a Financial Officer stating that no Event of Default has occurred and is continuing and setting forth reasonably detailed calculations demonstrating pro forma compliance with the Financial Covenants in accordance with paragraph (iii) above. (b) The Board Neither Holdings nor any Subsidiary shall at any time (i) provide a Guarantee of Directors may designate any Indebtedness of any Unrestricted Subsidiary, (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (iii) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause such Indebtedness or the payment thereof to be accelerated, payable or subject to repurchase prior to its final scheduled maturity) upon the occurrence of a Restricted Subsidiary only if default with respect to any other Indebtedness that is Indebtedness of an Unrestricted Subsidiary, except in the case of clause (x) immediately after giving effect to such designation, the Borrower is able to incur at least $1.00 of additional Indebtedness in compliance with Section 6.01(xvii) and (y) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. (c) Any such designation in paragraph (ai) or (bii) above by to the Board of Directors extent permitted under Section 6.01 and 6.04 hereof. Each Designation shall be evidenced irrevocable, and no Unrestricted Subsidiary may become a Subsidiary, be merged with or into Holdings or any Subsidiary or liquidate into or transfer substantially all its assets to the Administrative Agent by promptly filing with the Administrative Agent a copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisionsHoldings or any Subsidiary.

Designation of Unrestricted Subsidiaries. The Borrower may at any time after the Effective Date designate: (a) The Board of Directors may designate any Subsidiary of the Borrower (including any newly existing Subsidiary and any Subsidiary acquired or newly formed Subsidiaryafter the Effective Date) to be an Unrestricted Subsidiary unless Subsidiary; provided that: (i) such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, designation shall be deemed an Investment by the Borrower or any other Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the Borrower that is not a Subsidiary of the Subsidiary Borrower’s (or its Restricted Subsidiaries’) Investments therein, which shall be required to be so designatedpermitted on such date in accordance with Section 6.04 (and not as an Investment permitted thereby in a Restricted Subsidiary); provided that (xii) the Borrower certifies to the Administrative Agent that such designation complies with the provisions could incur at least $1.00 of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated 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 additional Indebtedness pursuant to which the lender has recourse to any Total Leverage Ratio test set forth in clause (iv) of the assets of the Borrower or any of its Restricted Subsidiaries Section 6.01(i); and (z) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (xiii) immediately after giving effect to such designation, the Borrower is able to incur at least $1.00 no Event of additional Indebtedness in compliance with Section 6.01(xvii) Default will have occurred and be continuing; and (yb) immediately before and any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (i) immediately after giving effect to such designation, no Default or Event of Default shall will have occurred and be continuing. ; and (cii) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in clause (iv) of Section 6.01(i). Any such designation in paragraph (a) or (b) above by the Board of Directors shall Borrower will be evidenced notified by the Borrower to the Administrative Agent by and the Borrower shall promptly filing with provide to the Administrative Agent a copy certificate of the Board Resolution giving effect to such designation and an officers' certificate a Responsible Officer certifying that such designation complied with the applicable foregoing provisions. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors Company may at any time after the Closing Date designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary of by written notice to the Subsidiary to be so designatedAdministrative Agent; provided that (x) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated 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 has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (zi) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. , (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (xii) immediately after giving effect to such designation, the Borrower Company is able in Pro Forma Compliance with the Financial Covenant set forth in Section 7.11, (iii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to incur at least $1.00 the sum of additional Indebtedness in compliance with Section 6.01(xvii(x) the fair market value of the Subsidiary designated immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such Subsidiary under the applicable guarantee agreement) and (y) the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Company or any of its Subsidiaries immediately before prior to such designation, all calculated, except as set forth in the parenthetical to clause (iii) above, on a consolidated basis in accordance with GAAP), and such Investment shall be permitted under Section 7.02, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indebtedness permitted under Section 7.03(j), (l) and (n), (v) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall comply with the provisions of Section 6.13 or Section 6.15 with respect to such designationdesignated Restricted Subsidiary, (vi) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary, (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, no Default recourse whatsoever (whether by contract or Event by operation of Default law or otherwise) may be had to the Company or any of its Restricted Subsidiaries or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary, and (viii) the Company shall have occurred and be continuing. (c) Any such designation in paragraph (a) or (b) above by the Board of Directors shall be evidenced delivered to the Administrative Agent and each Lender a certificate executed by a Responsible Officer of the Company, certifying to such Responsible Officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clause (ii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (B) a return on any Investment by the Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Company’s Investment in such Subsidiary. Further, promptly filing with after the date on which the Company or the Administrative Agent a copy determines that either (1) any Unrestricted Subsidiary and its Subsidiaries individually represent two and one half percent (2.5%) or more of (x) the Consolidated EBITDA of the Board Resolution Company and its Subsidiaries for the Computation Period most recently ended prior to such date or (y) the Consolidated Total Assets of the Company and its Subsidiaries as of the Computation Period most recently ended or (2) all Unrestricted Subsidiaries and their respective Subsidiaries collectively represent in the aggregate ten percent (10%) or more of (w) the Consolidated EBITDA of the Company and its Subsidiaries for the Computation Period most recently ended prior to such date or (z) the Consolidated Total Assets of the Company and its Subsidiaries as of the Computation Period most recently ended, then the Company shall promptly identify in writing to the Administrative Agent such Unrestricted Subsidiaries to be redesignated as Restricted Subsidiaries to cause such remaining Unrestricted Subsidiaries and their respective Subsidiaries (after giving effect to such designation redesignation) to individually represent less than two and one half percent (2.5%) of each of the Consolidated EBITDA of the Company and its Subsidiaries for the Computation Period most recently ended prior to such date and the Consolidated Total Assets of the Company and its Subsidiaries as of the Computation Period most recently ended and collectively represent in the aggregate less than ten percent (10%) of each of the Consolidated EBITDA of the Company and its Subsidiaries for the Computation Period most recently ended prior to such date and the Consolidated Total Assets of the Company and its Subsidiaries as of the Computation Period most recently ended. Notwithstanding the foregoing, if, at any time, any Unrestricted Subsidiary shall be a “Restricted Subsidiary” (or the equivalent thereof) as defined in the documentation for any Indebtedness permitted under Section 7.03(l), such Unrestricted Subsidiary shall automatically and without further action by any party be redesignated a Restricted Subsidiary hereunder. The redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of redesignation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (y) a return on any Investment by the Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an officers' certificate certifying that amount equal to the fair market value at the date of such designation complied with redesignation of the foregoing provisionsCompany’s Investment in such Subsidiary.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors Borrower may designate after the Effective Date any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not as an "Unrestricted Subsidiary" under this Agreement (a Subsidiary of the Subsidiary to be so designated; provided that "Designation") only if: (xi) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated 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 has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (z) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingcontinuing at the time of or after giving effect to such Designation; (ii) at the time of and after giving effect to such Designation, the Borrower could Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Consolidated Fixed Charge Coverage Ratio of Section 7.01(a); and (iii) the Borrower would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to Section 7.05(a) in an amount (the "Designation Amount") equal to the amount of the Borrower's Investment in such Subsidiary on such date. (b) The Board Neither the Borrower nor any Restricted Subsidiary shall at any time (x) provide credit support for, subject any of Directors may designate its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, or guarantee, any Indebtedness of any Unrestricted Subsidiary to be a Restricted Subsidiary only if (xincluding any undertaking, agreement or instrument evidencing such Indebtedness) immediately after giving effect to such designation, the Borrower is able to incur at least $1.00 of additional Indebtedness in compliance with Section 6.01(xvii) and or (y) immediately before and immediately after giving effect be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary. For purposes of the foregoing, the Designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such designation, no Default or Event of Default shall have occurred and be continuingSubsidiary. (c) Any such designation in paragraph The Borrower may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (aa "Revocation") or (b) above by the Board of Directors shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisions.only if:

Designation of Unrestricted Subsidiaries. (a) The Board of Directors Terex may not designate any Restricted Subsidiary that is a Loan Party (other than EarthKing, Inc. and its subsidiaries) as an Unrestricted Subsidiary; provided, that Terex may designate any Subsidiary (including any newly created or acquired or newly formed Subsidiary) to be after the Restatement Closing Date as an Unrestricted Subsidiary unless under this Agreement (a "Designation") only if: (i) such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided that (x) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee own any capital stock or otherwise become directly or indirectly liable with respect to other equity interests of any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and Subsidiary; (zii) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingcontinuing at the time of or after giving effect to such Designation; (iii) after giving effect to such Designation and any related investment to be made in such designated Subsidiary by Terex or any Restricted Subsidiary, Terex and its Restricted Subsidiaries would be in compliance with Section 6.04 and with each of the covenants set forth in Sections 6.11, 6.12, 6.13 and 6.14; and (iv) Terex has delivered to the Administrative Agent (x) written notice of such Designation and (y) a certificate, dated the effective date of such Designation, of a Financial Officer certifying compliance with the conditions set forth in subclause (iii) above and setting forth reasonably detailed calculations demonstrating such compliance. (b) The Board of Directors Terex may designate any Unrestricted Subsidiary to be as a Restricted Subsidiary under this Agreement (an "RS Designation") only if if: (xi) immediately after giving effect to such designation, the Borrower is able to incur at least $1.00 of additional Indebtedness in compliance with Section 6.01(xvii) and (y) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingcontinuing at the time of or after giving effect to such RS Designation, and after giving effect thereto, Terex would be in compliance with each of the covenants set forth in Sections 6.11, 6.12, 6.13 and 6.14; (ii) all Liens on assets of such Unrestricted Subsidiary and all Indebtedness of such Unrestricted Subsidiary outstanding immediately following the RS Designation would, if initially incurred at such time, have been permitted to be incurred pursuant to Sections 6.01 and 6.02, respectively; (iii) such designation would meet the applicable criteria of the term "Permitted Acquisition" were Terex acquiring 100% of the capital stock of such Unrestricted Subsidiary at such time; and (iv) Terex has delivered to the Administrative Agent (x) written notice of such RS Designation and (y) a certificate, dated the effective date of such RS Designation, of a Financial Officer certifying compliance with the conditions set forth in subclause (iii) above and setting forth reasonably detailed calculations demonstrating such compliance. (c) Any Upon any such designation RS Designation with respect to an Unrestricted Subsidiary (i) Terex and its Restricted Subsidiaries shall be deemed to have received a return of their investment in such Unrestricted Subsidiary equal to the lesser of (x) the amount of such Investment immediately prior to such RS Designation and (y) the fair market value (as reasonably determined by Terex) of the net assets of such Subsidiary at the time of such RS Designation and (ii) for purposes of Section 6.04(l) Terex and its Restricted Subsidiaries shall be deemed to have maintained an investment in an Unrestricted Subsidiary equal to the excess, if positive, of the amount referred to in clause (i)(x) above over the amount referred to in clause (i)(y) above. (d) Neither Terex nor any Restricted Subsidiary shall at any time (x) provide a Guarantee of any Indebtedness of any Unrestricted Subsidiary, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause such Indebtedness or the payment thereof to be accelerated, payable or subject to repurchase prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of an Unrestricted Subsidiary, except in the case of clause (x) or (y) to the extent permitted under Section 6.01 and Section 6.04 hereof. Except as provided in paragraph (ac) above, each Designation shall be irrevocable, and no Unrestricted Subsidiary may become a Restricted Subsidiary, be merged with or into Terex or a Restricted Subsidiary or liquidate into or transfer substantially all its assets to Terex or a Restricted Subsidiary. (e) Terex shall not, and shall not permit any Restricted Subsidiary to, furnish any funds to or make any investment in any Unrestricted Subsidiary or any other person for purposes of enabling it to make any payment or distribution that could not be made by Terex or the Restricted Subsidiaries in accordance with the provisions of Section 6.06(a) or (b) above by the Board of Directors shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisions6.09(b).

Designation of Unrestricted Subsidiaries. (a) The Board of Directors Company, at its option, may from time to time designate any Subsidiary as an "Unrestricted Subsidiary" for purposes hereof in accordance with the following: (including i) any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a Material Subsidiary may be designated by the Company as an Unrestricted Subsidiary in its sole discretion; (ii) any Material Subsidiary may be designated by the Company as an Unrestricted Subsidiary only with the prior written consent of the Majority Banks; provided, however, no Subsidiary to may be so designated; provided that designated as an Unrestricted Subsidiary if (x) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated 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 has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (zA) immediately before and after giving effect to any such designation, no the aggregate revenues or aggregate assets of all Unrestricted Subsidiaries shall exceed 15% of the aggregate revenues or aggregate assets of the Company, its Subsidiaries and its Unrestricted Subsidiaries, taken as a whole or (B) any Default or Event of Default shall have occurred and be continuingthen exists or would result from any such designation. (b) The Board Company shall provide to the Agent a Notice of Directors may designate any Designation of Unrestricted Subsidiary (a "Notice of Designation") in substantially the form of Exhibit H signed by a Responsible Officer. Subject to be the preceding subsection (a), any designation by the Company of an Unrestricted Subsidiary shall become effective (i) in the case of any Subsidiary that is not a Restricted Subsidiary only if Material Subsidiary, three Business Days after the Agent's receipt of a completed Notice of Designation in respect of such Subsidiary, and (xii) immediately after giving effect to such designationin the case of any Material Subsidiary, upon the written consent of the Majority Banks. In the case of the preceding clause (ii), the Borrower is able Majority Banks shall use good-faith efforts to incur at least $1.00 of additional Indebtedness in compliance with Section 6.01(xvii) and (y) immediately before and immediately after giving effect consent to such designation, no Default or Event of Default shall have occurred and be continuing. (c) Any such designation in paragraph (a) or (b) above by deny the Board of Directors shall be evidenced Company's request to the Administrative Agent by promptly filing with the Administrative Agent designate a copy Material Subsidiary as an Unrestricted Subsidiary within 30 days of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisionsAgent's receipt of a completed Notice of Designation.

Designation of Unrestricted Subsidiaries. Holdings’ board of directors may, at any time, designate any Subsidiary that is acquired or created after the Closing Date as an Unrestricted Subsidiary by prior written notice to the Administrative Agent; provided that Holdings shall only be permitted to so designate a new Unrestricted Subsidiary after the Closing Date and so long as (a) The Board no Default or Event of Directors may designate any Subsidiary Default exists or would result therefrom, (including any newly acquired or newly formed Subsidiaryb) to be an Unrestricted Subsidiary unless such Subsidiary owns does not own any Capital Stock capital stock or Indebtedness of, or owns own or holds any hold a Lien on any property of, the Borrower Holdings or any other Restricted Subsidiary of the Borrower that is not a Subsidiary subsidiary of the Subsidiary to be so designated; provided that , (xc) the Borrower certifies such Unrestricted Subsidiary shall be capitalized (to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated and each extent capitalized by Holdings or any of its Subsidiaries has not Subsidiaries) through Investments permitted by, and in compliance with, Sections 7.03(i) or (k) with any assets owned by such Unrestricted Subsidiary at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect the initial designation thereof to any Indebtedness be treated as Investments pursuant to which Section 7.03(i) or (k) and (d) Holdings shall have been able to make a Restricted Payment in accordance with Section 7.06(g) in an amount equal to the lender has recourse to any greater of (i) the aggregate of all investments made in such Subsidiary and (ii) the fair market value of such Subsidiary, provided that at the time of the assets of the Borrower initial Investment by Holdings or any of its Restricted Subsidiaries and in such Subsidiary, the Borrower shall designate such entity as an Unrestricted Subsidiary in a written notice to the Administrative Agent. Holdings may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (zeach, a “Subsidiary Redesignation”); provided further that (i) immediately such Unrestricted Subsidiary, both before and after giving effect to such designation, shall be a wholly owned Subsidiary of Holdings, (ii) no Default or Event of Default then exists or would occur as a consequence of any such Subsidiary Redesignation, (iii) based on good faith projections prepared by Holdings for the period from the date of the respective Subsidiary Redesignation to the date that is one year thereafter, the Consolidated Leverage Ratio shall have occurred and be continuing. (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (x) immediately after giving effect better than or equal to such designation, the Borrower is able level as would be required to incur at least $1.00 of additional Indebtedness in compliance with Section 6.01(xvii) and (y) immediately before and immediately after giving effect to such designation, provide that no Default or Event of Default would exist under Section 7.11 through the date that is one year from the date of the respective Subsidiary Redesignation, (iv) all representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Subsidiary Redesignation (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, (v) Holdings’ shall have occurred and be continuing. (c) Any such designation in paragraph (a) or (b) above by the Board of Directors shall be evidenced delivered to the Administrative Agent an officer’s certificate executed by promptly filing a Responsible Officer, certifying to the best of such officer’s knowledge, compliance with the Administrative Agent requirements of preceding clauses (i) through (iv), inclusive, and containing the calculations required by the preceding clause (iii), and (vi) any Unrestricted Subsidiary subject to a copy of the Board Resolution giving effect to such designation and Subsidiary Redesignation may not thereafter be designated as an officers' certificate certifying that such designation complied with the foregoing provisionsUnrestricted Subsidiary.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided PROVIDED that (x) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated 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 has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (z) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (x) immediately after giving effect to such designation, the Borrower is able to incur at least $1.00 of additional Indebtedness in compliance with Section 6.01(xvii) and (y) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. (c) Any such designation in paragraph (a) or (b) above by the Board of Directors shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisions.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors Terex may not designate any Restricted Subsidiary that is a Loan Party as an Unrestricted Subsidiary. Terex may designate any Subsidiary (including any newly created or acquired or newly formed Subsidiary) to be after the Closing Date as an Unrestricted Subsidiary unless under this Agreement (a “Designation”) only if: (i) such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided that (x) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee own any Equity Interests or otherwise become directly or indirectly liable with respect to other equity interests of any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and Subsidiary; (zii) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingcontinuing at the time of or after giving effect to such Designation; (iii) after giving effect to such Designation and any related investment to be made in such designated Subsidiary by Terex or any Restricted Subsidiary, Terex and its Restricted Subsidiaries would be in compliance with Section 6.04 and with each of the covenants set forth in Sections 6.10 and 6.11; and (iv) Terex has delivered to the Administrative Agent (x) written notice of such Designation and (y) a certificate, dated the effective date of such Designation, of a Financial Officer certifying compliance with the conditions set forth in subclause (iii) above and setting forth reasonably detailed calculations demonstrating such compliance. (b) The Board of Directors Terex may designate any Unrestricted Subsidiary to be as a Restricted Subsidiary under this Agreement (an “RS Designation”) only if if: (xi) immediately after giving effect to such designation, the Borrower is able to incur at least $1.00 of additional Indebtedness in compliance with Section 6.01(xvii) and (y) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. (c) Any such designation in paragraph (a) continuing at the time of or (b) above by the Board of Directors shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the Board Resolution after giving effect to such designation RS Designation, and an officers' certificate certifying that after giving effect thereto, Terex would be in compliance with each of the covenants set forth in Sections 6.10 and 6.11; (ii) all Liens on assets of such designation complied with Unrestricted Subsidiary and all Indebtedness of such Unrestricted Subsidiary outstanding immediately following the foregoing provisions.RS Designation would, if initially incurred at such time, have been permitted to be incurred pursuant to Sections 6.01 and 6.02, respectively;

Designation of Unrestricted Subsidiaries. As of the Issue Date, there are no Unrestricted Subsidiaries other than FrontierVision Access Partners, LLC, a Delaware limited liability company, and Maine Security Surveillance, a Maine corporation. The Company may designate any other Subsidiary of the Company as an "Unrestricted Subsidiary" under this Indenture (a "Designation") only if: (a) The Board of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided that (x) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated 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 has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (z) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. (b) The Board continuing at the time of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (x) immediately or after giving effect to such designationDesignation; (b) at the time of and after giving effect to such Designation, the Borrower is able to incur at least Company could Incur $1.00 of additional Indebtedness under the Debt to Operating Cash Flow Ratio of the first paragraph of Section 4.04; and (c) the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph of Section 4.06 in compliance an amount (the "Designation Amount") equal to the Company's proportionate interest in the Fair Market Value of such Subsidiary on such date; provided, however, that the condition set forth in this clause (c) shall not be applicable to the designation of a Subsidiary as an Unrestricted Subsidiary which is made as part of an Investment or Permitted Strategic Investment made in accordance with clause (viii) or (ix) of the penultimate paragraph of Section 6.01(xvii4.06. Neither the Company nor any Restricted Subsidiary shall at any time (x) and provide credit support for, subject any of its property or assets (other than the Equity Interests of any Unrestricted Subsidiary) to the satisfaction of, or guarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), (y) immediately before be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the 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 occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, except, in the case of clause (x) or (y), to the extent otherwise permitted under the terms of this Indenture, including, without limitation, pursuant to Sections 4.04 and immediately after giving effect to such designation, 4.06. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation") if: (d) no Default or Event of Default shall have occurred and be continuing.continuing at the time of and after giving effect to such Revocation; and (ce) Any all Liens and Indebtedness of such designation in paragraph (a) or (b) above Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Indenture. All Designations and Revocations must be evidenced by resolutions of the Board of Directors shall be evidenced of the Company, delivered to the Administrative Agent by promptly filing with the Administrative Agent a copy of the Board Resolution giving effect to such designation and an officers' certificate Trustee certifying that such designation complied compliance with the foregoing provisions.

Designation of Unrestricted Subsidiaries. ‌ (a1) The Board of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided that (x) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated 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 has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (z) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing.continuing at the time of, or after giving effect to, such Designation; and (b2) The Board the Company would be permitted to make an Investment at the time of Directors may designate Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Permitted Investment pursuant to clause (12) of the definition of “Permitted Investments” in an amount equal to the amount of the Company’s Investment in such Subsidiary on such date (as determined in accordance with the second paragraph of the definition of “Investment”). Neither the Company nor any Restricted Subsidiary will at any time provide credit support for, subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, or Guarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) or be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary unless such credit support or Indebtedness was permitted to be Incurred as Indebtedness under Section 4.09 hereof or made as an Investment under Section 4.07 hereof. The Company may revoke any Designation of a Restricted Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if if: (x1) immediately after giving effect to such designation, the Borrower is able to incur at least $1.00 of additional Indebtedness in compliance with Section 6.01(xvii) and (y) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. (c) Any such designation in paragraph (a) continuing at the time of or (b) above by the Board of Directors shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the Board Resolution after giving effect to such designation and an officers' certificate certifying that Revocation; and (2) all Indebtedness of such designation complied with the foregoing provisionsUnrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, be permitted to be Incurred pursuant to this Indenture.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors Company may designate after the Issue Date any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not Company as an "Unrestricted Subsidiary" under this Indenture (a Subsidiary of the Subsidiary to be so designated; provided that "Designation") only if: (xi) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated 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 has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (z) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingcontinuing at the time of or after giving effect to such Designation; (ii) at the time of and after giving effect to such Designation, the Company could Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Consolidated Coverage Ratio of the first paragraph of Section 4.04; and (iii) the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph of Section 4.06 in an amount (the "Designation Amount") equal to the amount of the Company's Investment in such Subsidiary on such date. Neither the Company nor any Restricted Subsidiary shall at any time (x) provide credit support for, subject any of its property or assets (other than the Equity Interests of any Unrestricted Subsidiary) to the satisfaction of, or guarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary, or (z) be directly or indirectly liable for any Indebtedness which provides that the 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 occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, except for any non-recourse guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the capital stock of any Unrestricted Subsidiary. For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary. (b) The Board Company may revoke any Designation of Directors may designate any a Subsidiary as an Unrestricted Subsidiary to be (a Restricted Subsidiary "Revocation") only if if: -41- (xi) immediately after giving effect to such designation, the Borrower is able to incur at least $1.00 of additional Indebtedness in compliance with Section 6.01(xvii) and (y) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. (c) Any such designation in paragraph (a) or (b) above by continuing at the Board time of Directors shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the Board Resolution and after giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisions.Revocation; and

Designation of Unrestricted Subsidiaries. The Company will at all times cause (ai) The Board the consolidated assets of Directors the Company and its Restricted Subsidiaries to constitute not less than 90% of the consolidated assets of the Company and its Subsidiaries, and (ii) the Consolidated Net Income of the Company and its Restricted Subsidiaries to constitute not less than 90% of the consolidated net income of the Company and its Subsidiaries. Subject to the limitations set forth in the immediately preceding sentence, the Company may designate from time to time cause any Subsidiary (including any newly acquired or newly formed Subsidiary) to be designated as an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Unrestricted Subsidiary to be so designated; provided designated a Restricted Subsidiary, provided, however, that (x) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, such designation and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (z) immediately before thereafter and after giving effect to such designationthereto, (a) no Default or Event of Default shall have occurred would exist under the terms of this Agreement, and be continuing. (b) The Board the Company and its Restricted Subsidiaries would be in compliance with all of Directors may designate any Unrestricted Subsidiary to be the covenants set forth in this Section 9 and Section 10 if tested on the date of such action and provided, further, that once a Restricted Subsidiary only if has been designated an Unrestricted Subsidiary, it shall not thereafter be redesignated as a Restricted Subsidiary without the approval (xwhich will not be unreasonably withheld) immediately after giving effect to such designationof the holders of 51% in aggregate principal amount of the Notes then outstanding. Within ten (10) days following any designation described above, the Borrower is able Company will deliver to incur at least $1.00 you a notice of additional Indebtedness in such designation accompanied by a certificate signed by a Senior Financial Officer of the Company certifying compliance with all requirements of this Section 6.01(xvii) 9.6 and (y) immediately before and immediately after giving effect setting forth all information required in order to establish such designation, no Default or Event of Default shall have occurred and be continuingcompliance. (c) Any such designation in paragraph (a) or (b) above by the Board of Directors shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisions.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors Terex may not designate any Restricted Subsidiary that is a Loan Party as an Unrestricted Subsidiary. Terex may designate any Subsidiary (including any newly created or acquired or newly formed Subsidiary) to be after the Effective Date as an Unrestricted Subsidiary unless under this Agreement (a “Designation”) only if: (i) such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided that (x) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee own any Equity Interests or otherwise become directly or indirectly liable with respect to other equity interests of any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and Subsidiary; (zii) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingcontinuing at the time of or after giving effect to such Designation; (iii) after giving effect to such Designation and any related investment to be made in such designated Subsidiary by Terex or any Restricted Subsidiary, Terex and its Restricted Subsidiaries would be in compliance with Section 6.04 and with each of the covenants set forth in Sections 6.10 and 6.11; and (iv) Terex has delivered to the Administrative Agent (x) written notice of such Designation and (y) a certificate, dated the effective date of such Designation, of a Financial Officer certifying compliance with the conditions set forth in subclause (iii) above and setting forth reasonably detailed calculations demonstrating such compliance. (b) The Board of Directors Terex may designate any Unrestricted Subsidiary to be as a Restricted Subsidiary under this Agreement (an “RS Designation”) only if if: (xi) immediately after giving effect to such designation, the Borrower is able to incur at least $1.00 of additional Indebtedness in compliance with Section 6.01(xvii) and (y) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingcontinuing at the time of or after giving effect to such RS Designation, and after giving effect thereto, Terex would be in compliance with each of the covenants set forth in Sections 6.10 and 6.11; (ii) all Liens on assets of such Unrestricted Subsidiary and all Indebtedness of such Unrestricted Subsidiary outstanding immediately following the RS Designation would, if initially incurred at such time, have been permitted to be incurred pursuant to Sections 6.01 and 6.02, respectively; (iii) such designation would meet the applicable criteria of the term “Permitted Acquisition” were Terex acquiring 100% of the Equity Interests of such Unrestricted Subsidiary at such time and shall be deemed to have been a Permitted Acquisition effected on the date of such designation; and (iv) Terex has delivered to the Administrative Agent (x) written notice of such RS Designation and (y) a certificate, dated the effective date of such RS Designation, of a Financial Officer certifying compliance with the conditions set forth in subclause (iii) above and setting forth reasonably detailed calculations demonstrating such compliance. (c) Any Upon any such designation RS Designation with respect to an Unrestricted Subsidiary (i) Terex and its Restricted Subsidiaries shall be deemed to have received a return of their investment in such Unrestricted Subsidiary equal to the lesser of (x) the amount of such investment immediately prior to such RS Designation and (y) the fair market value (as reasonably determined by Terex) of the net assets of such Subsidiary at the time of such RS Designation and (ii) for purposes of Section 6.04(l) Terex and its Restricted Subsidiaries shall be deemed to have maintained an investment in an Unrestricted Subsidiary equal to the excess, if positive, of the amount referred to in clause (i)(x) above over the amount referred to in clause (i)(y) above. (d) Neither Terex nor any Restricted Subsidiary shall at any time (x) provide a Guarantee of any Indebtedness of any Unrestricted Subsidiary, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause such Indebtedness or the payment thereof to be accelerated, payable or subject to repurchase prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of an Unrestricted Subsidiary, except in the case of clause (x) or (y) to the extent permitted under Section 6.01 and Section 6.04 hereof. Except as provided in paragraph (ac) above, each Designation shall be irrevocable, and no Unrestricted Subsidiary may become a Restricted Subsidiary, be merged with or into Terex or a Restricted Subsidiary or liquidate into or transfer substantially all its assets to Terex or a Restricted Subsidiary. (e) Terex shall not, and shall not permit any Restricted Subsidiary to, furnish any funds to or make any investment in any Unrestricted Subsidiary or any other person for purposes of enabling it to make any payment or distribution that could not be made by Terex or the Restricted Subsidiaries in accordance with the provisions of Section 6.06(a) or 6.09(b). (bf) above by Terex shall use commercially reasonable efforts to lawfully obtain the Board of Directors shall be evidenced ability to direct and control the Administrative Agent by promptly filing with the Administrative Agent a copy management, policies, assets, liabilities and cash flows of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with Target as promptly as practicable following the foregoing provisionsFunding Date.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors Company may designate any a Subsidiary (including any a newly formed or newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided that (x) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated 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 has recourse to any of the assets of the Borrower Company or any of its Restricted Subsidiaries as an Unrestricted Subsidiary if such Subsidiary (a "Designation") if (i) no Default shall have occurred and be continuing at the time of or after giving effect to such Designation, (ii) (A) such Subsidiary has total assets of $1,000 or less or (B) such Subsidiary has total assets of more than $1,000 and an Investment in such Subsidiary in an amount equal to the fair market value of such Subsidiary (the "Designation Amount") would then be permitted under Section 5.01(a) hereof and (ziii) immediately before the Company would be permitted to incur $1.00 of additional Debt (other than Permitted Indebtedness) pursuant to Section 5.02 at the time of and after giving effect to such designationDesignation. Unless so designated as an Unrestricted Subsidiary, no Default any Person that becomes a Subsidiary of the Company or Event any of Default its Restricted Subsidiaries shall be classified as a Restricted Subsidiary thereof. In the event of any such Designation in accordance with this Section 6.01(a), the Company shall be deemed to have occurred and be continuingmade an Investment constituting a Restricted Payment pursuant to Section 5.01 for all purposes of the Indenture in the Designation Amount. (b) The Board Company shall not, and shall not permit any Restricted Subsidiary to, at any time (x) provide direct or indirect credit support for or a guarantee of Directors may designate any Debt of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Debt), (y) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Debt which provides that the 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 occurrence of a Restricted default with respect to any Debt of any Unrestricted Subsidiary only if (including any right to take enforcement action against such Unrestricted Subsidiary), except, in the case of clause (x) immediately after giving effect to such designation, the Borrower is able to incur at least $1.00 of additional Indebtedness in compliance with Section 6.01(xvii) and or (y) immediately before and immediately after giving effect to such designation), no Default or Event of Default shall have occurred and be continuing. (c) Any such designation in paragraph (a) or (b) above by the Board of Directors shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the Board Resolution giving effect to such designation extent permitted under Sections 5.01, 5.02 and an officers' certificate certifying that such designation complied with the foregoing provisions5.03.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a Person becoming a Subsidiary of the Subsidiary to be so designated; provided that through merger or consolidation or Investment therein) as an "Unrestricted Subsidiary" hereunder (xa "Designation") the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, only if: (ya) each Subsidiary to be so designated 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 has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (z) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. (b) The Board continuing at the time of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (x) immediately or after giving effect to such designationDesignation; and (b) the Company would be permitted to make a Permitted Investment or Restricted Payment at the time of Designation (assuming the effectiveness of such Designation) in an amount equal to the Company's proportionate interest in the fair market value of such Subsidiary on such date (as determined in good faith by the Board of Directors whose determination shall be evidenced by a Board Resolution). At the time of Designation all of the Indebtedness of such Unrestricted Subsidiary, to the Borrower extent guaranteed by the Company or any Restricted Subsidiary, shall be deemed an Incurrence of the guarantee of such Indebtedness at the time of such Designation and such Designation shall only be permissible if such Indebtedness is able then permitted to incur at least $1.00 be Incurred under Section 4.10. The Company may revoke any Designation of additional Indebtedness in compliance with Section 6.01(xviia Subsidiary as an Unrestricted Subsidiary (a "Revocation") and if: (ya) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. (c) Any such designation in paragraph (a) continuing at the time of or (b) above by the Board of Directors shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the Board Resolution after giving effect to such designation Revocation; and (b) all Liens and an officers' certificate Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Indenture. All Designations and Revocations must be evidenced by Board Resolutions delivered to the Trustee certifying that such designation complied compliance with the foregoing provisions.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors Terex may not designate any Restricted Subsidiary that is a Loan Party as an Unrestricted Subsidiary. Terex may designate any Subsidiary (including any newly created or acquired or newly formed Subsidiary) to be after the Restatement Closing Date as an Unrestricted Subsidiary unless under this Agreement (a “Designation”) only if: (i) such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided that (x) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee own any Equity Interests or otherwise become directly or indirectly liable with respect to other equity interests of any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and Subsidiary; (zii) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingcontinuing at the time of or after giving effect to such Designation; (iii) after giving effect to such Designation and any related investment to be made in such designated Subsidiary by Terex or any Restricted Subsidiary, Terex and its Restricted Subsidiaries would be in compliance with Section 6.04 and with each of the covenants set forth in Sections 6.10 and 6.11; and (iv) Terex has delivered to the Administrative Agent (x) written notice of such Designation and (y) a certificate, dated the effective date of such Designation, of a Financial Officer certifying compliance with the conditions set forth in subclause (iii) above and setting forth reasonably detailed calculations demonstrating such compliance. (b) The Board of Directors Terex may designate any Unrestricted Subsidiary to be as a Restricted Subsidiary under this Agreement (an “RS Designation”) only if if: (xi) immediately after giving effect to such designation, the Borrower is able to incur at least $1.00 of additional Indebtedness in compliance with Section 6.01(xvii) and (y) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingcontinuing at the time of or after giving effect to such RS Designation, and after giving effect thereto, Terex would be in compliance with each of the covenants set forth in Sections 6.10 and 6.11; (ii) all Liens on assets of such Unrestricted Subsidiary and all Indebtedness of such Unrestricted Subsidiary outstanding immediately following the RS Designation would, if initially incurred at such time, have been permitted to be incurred pursuant to Sections 6.01 and 6.02, respectively; (iii) such designation would meet the applicable criteria of the term “Permitted Acquisition” were Terex acquiring 100% of the Equity Interests of such Unrestricted Subsidiary at such time and shall be deemed to have been a Permitted Acquisition effected on the date of such designation; and (iv) Terex has delivered to the Administrative Agent (x) written notice of such RS Designation and (y) a certificate, dated the effective date of such RS Designation, of a Financial Officer certifying compliance with the conditions set forth in subclause (iii) above and setting forth reasonably detailed calculations demonstrating such compliance. (c) Any Upon any such designation RS Designation with respect to an Unrestricted Subsidiary (i) Terex and its Restricted Subsidiaries shall be deemed to have received a return of their investment in such Unrestricted Subsidiary equal to the lesser of (x) the amount of such investment immediately prior to such RS Designation and (y) the fair market value (as reasonably determined by Terex) of the net assets of such Subsidiary at the time of such RS Designation and (ii) for purposes of Section 6.04(l) Terex and its Restricted Subsidiaries shall be deemed to have maintained an investment in an Unrestricted Subsidiary equal to the excess, if positive, of the amount referred to in clause (i)(x) above over the amount referred to in clause (i)(y) above. (d) Neither Terex nor any Restricted Subsidiary shall at any time (x) provide a Guarantee of any Indebtedness of any Unrestricted Subsidiary, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause such Indebtedness or the payment thereof to be accelerated, payable or subject to repurchase prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of an Unrestricted Subsidiary, except in the case of clause (x) or (y) to the extent permitted under Section 6.01 and Section 6.04 hereof. Except as provided in paragraph (ac) above, each Designation shall be irrevocable, and no Unrestricted Subsidiary may become a Restricted Subsidiary, be merged with or into Terex or a Restricted Subsidiary or liquidate into or transfer substantially all its assets to Terex or a Restricted Subsidiary. (e) Terex shall not, and shall not permit any Restricted Subsidiary to, furnish any funds to or make any investment in any Unrestricted Subsidiary or any other person for purposes of enabling it to make any payment or distribution that could not be made by Terex or the Restricted Subsidiaries in accordance with the provisions of Section 6.06(a) or 6.09(b). (bf) above by Terex shall use commercially reasonable efforts to lawfully obtain the Board of Directors shall be evidenced ability to direct and control the Administrative Agent by promptly filing with the Administrative Agent a copy management, policies, assets, liabilities and cash flows of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with Target as promptly as practicable following the foregoing provisionsFunding Date.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors Terex may not designate any Restricted Subsidiary that is a Loan Party (other than Earthking, Inc. and its subsidiaries) as an Unrestricted Subsidiary; provided, that Terex may designate any Subsidiary (including any newly created or acquired or newly formed Subsidiary) to be after the Restatement Closing Date as an Unrestricted Subsidiary unless under this Agreement (a "Designation") only if: (i) such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided that (x) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee own any capital stock or otherwise become directly or indirectly liable with respect to other equity interests of any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and Subsidiary; (zii) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingcontinuing at the time of or after giving effect to such Designation; (iii) after giving effect to such Designation and any related investment to be made in such designated Subsidiary by Terex or any Restricted Subsidiary, Terex and its Restricted Subsidiaries would be in compliance with Section 6.04 and with each of the covenants set forth in Sections 6.11, 6.12 and 6.13; and (iv) Terex has delivered to the Administrative Agent (x) written notice of such Designation and (y) a certificate, dated the effective date of such Designation, of a Financial Officer certifying compliance with the conditions set forth in subclause (iii) above and setting forth reasonably detailed calculations demonstrating such compliance. (b) The Board of Directors Terex may designate any Unrestricted Subsidiary to be as a Restricted Subsidiary under this Agreement (an "RS Designation") only if if: (xi) immediately after giving effect to such designation, the Borrower is able to incur at least $1.00 of additional Indebtedness in compliance with Section 6.01(xvii) and (y) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingcontinuing at the time of or after giving effect to such RS Designation, and after giving effect thereto, Terex would be in compliance with each of the covenants set forth in Sections 6.11, 6.12 and 6.13; (ii) all Liens on assets of such Unrestricted Subsidiary and all Indebtedness of such Unrestricted Subsidiary outstanding immediately following the RS Designation would, if initially incurred at such time, have been permitted to be incurred pursuant to Sections 6.01 and 6.02, respectively; (iii) such designation would meet the applicable criteria of the term"Permitted Acquisition" were Terex acquiring 100% of the capital stock of such Unrestricted Subsidiary at such time; and (iv) Terex has delivered to the Administrative Agent (x) written notice of such RS Designation and (y) a certificate, dated the effective date of such RS Designation, of a Financial Officer certifying compliance with the conditions set forth in subclause (iii) above and setting forth reasonably detailed calculations demonstrating such compliance. (c) Any Upon any such designation RS Designation with respect to an Unrestricted Subsidiary (i) Terex and its Restricted Subsidiaries shall be deemed to have received a return of their investment in such Unrestricted Subsidiary equal to the lesser of (x) the amount of such Investment immediately prior to such RS Designation and (y) the fair market value (as reasonably determined by Terex) of the net assets of such Subsidiary at the time of such RS Designation and (ii) for purposes of Section 6.04(l) Terex and its Restricted Subsidiaries shall be deemed to have maintained an investment in an Unrestricted Subsidiary equal to the excess, if positive, of the amount referred to in clause (i)(x) above over the amount referred to in clause (i)(y) above. (d) Neither Terex nor any Restricted Subsidiary shall at any time (x) provide a Guarantee of any Indebtedness of any Unrestricted Subsidiary, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause such Indebtedness or the payment thereof to be accelerated, payable or subject to repurchase prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of an Unrestricted Subsidiary, except in the case of clause (x) or (y) to the extent permitted under Section 6.01 and Section 6.04 hereof. Except as provided in paragraph (ac) or (b) above by the Board of Directors above, each Designation shall be evidenced irrevocable, and no Unrestricted Subsidiary may become a Restricted Subsidiary, be merged with or into Terex or a Restricted Subsidiary or liquidate into or transfer substantially all its assets to the Administrative Agent by promptly filing with the Administrative Agent Terex or a copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisionsRestricted Subsidiary.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors Company may designate after the Issue Date any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not Company as an "Unrestricted Subsidiary" under this Indenture (a Subsidiary of the Subsidiary to be so designated; provided that "Designation") only if: (xi) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated 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 has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (z) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingcontinuing at the time of or after giving effect to such Designation; (ii) at the time of and after giving effect to such Designation, the Company could Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Consolidated Coverage Ratio of the first paragraph of Section 4.04; and (iii) the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph of Section 4.06 in an amount (the "Designation Amount") equal to the amount of the Company's Investment in such Subsidiary on such date. Neither the Company nor any Restricted Subsidiary shall at any time (x) provide credit support for, subject any of its property or assets (other than the Equity Interests of any Unrestricted Subsidiary) to the satisfaction of, or guarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary, or (z) be directly or indirectly liable for any Indebtedness which provides that the 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 occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, except for any non-recourse guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the capital stock of any Unrestricted Subsidiary. For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary. (b) The Board Company may revoke any Designation of Directors may designate any a Subsidiary as an Unrestricted Subsidiary to be (a Restricted Subsidiary "Revocation") only if if: (xi) immediately after giving effect to such designation, the Borrower is able to incur at least $1.00 of additional Indebtedness in compliance with Section 6.01(xvii) and (y) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. (c) Any such designation in paragraph (a) or (b) above by continuing at the Board time of Directors shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the Board Resolution and after giving effect to such designation Revocation; and (ii) all Liens and an officers' certificate Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Indenture. All Designations and Revocations must be evidenced by Board Resolutions of the Company, delivered to the Trustee certifying that such designation complied compliance with the foregoing provisions.

Designation of Unrestricted Subsidiaries. (a) The Except as otherwise provided in the definition of “Unrestricted Subsidiary,” the Board of Directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary (including any newly acquired or newly formed Subsidiary) Restricted Subsidiary at or prior to be the time it is so acquired or formed but excluding any Restricted Subsidiary that was previously an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock ofSubsidiary), or owns or holds any Lien on any property of, the Borrower or any other Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designatedSubsidiary; provided that (x) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated 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 has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (zi) immediately before and after giving effect to such designation, no Potential Default or Event of Default shall have occurred and be continuing. , (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (xii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis, with the Financial Covenants and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is able a “Restricted Subsidiary” for the purpose of any Indebtedness incurred pursuant to incur at least $1.00 Section 8.2.1(i) or (m) [Indebtedness] (unless it is substantially concurrently being designated as an Unrestricted Subsidiary under such Indebtedness). Any (x) designation of additional Indebtedness in compliance with Section 6.01(xvii) and a Subsidiary as an Unrestricted Subsidiary or (y) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. (c) Any such designation in paragraph (a) or (b) above by the Board of Directors shall redesignation as a Restricted Subsidiary will be evidenced to the Administrative Agent Agents by promptly filing with delivering to the Administrative Agent Agents a copy of the a Board Resolution giving effect to such designation and an officers' certificate Officer’s Certificate certifying that such designation complied with the foregoing provisions.requirements of this

Designation of Unrestricted Subsidiaries. Holdings may, at any time, designate any Subsidiary of Holdings that is not the Borrower or a Subsidiary of the Borrower as an Unrestricted Subsidiary by prior written notice to the Administrative Agent; provided that Holdings shall only be permitted to so designate a new Unrestricted Subsidiary after the Closing Date and so long as (a) The Board no Default or Event of Directors may designate any Subsidiary Default exists or would result therefrom, (including any newly acquired or newly formed Subsidiaryb) to be an Unrestricted Subsidiary unless such Subsidiary owns does not own any Capital Stock capital stock or Indebtedness of, or owns own or holds any hold a Lien on any property of, the Borrower Holdings or any other Restricted Subsidiary of the Borrower that is not a Subsidiary subsidiary of the Subsidiary to be so designated, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by Holdings or any of its Subsidiaries) through Investments (and calculated based on the fair market value of such Investment) permitted by, and in compliance with, clauses (xv) and (xxv) under Section 7.06(a), with any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof to be treated as Investments pursuant to clauses (xv) and (xxv) under Section 7.06(a); provided that at the time of the initial Investment by Holdings or any of its Subsidiaries in such Subsidiary, Holdings shall designate such entity as an Unrestricted Subsidiary in a written notice to the Administrative Agent. Holdings may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided that (xi) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this AgreementUnrestricted Subsidiary, (y) each Subsidiary to be so designated 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 has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (z) immediately both before and after giving effect to such designation, shall be a wholly owned Subsidiary of Holdings, (ii) no Default or Event of Default then exists or would occur as a consequence of any such Subsidiary Redesignation, (iii) calculations are made by Holdings of compliance on a Pro-Forma Basis with the covenant set forth in Section 7.16 for the relevant period, as if the respective Subsidiary Redesignation (as well as all other Subsidiary Redesignations theretofore consummated after the first day of such period) had occurred on the first day of such period, and such calculations shall show that such covenant set forth in Section 7.16 would have been complied with if the Subsidiary Redesignation had occurred on the first day of such period (for this purpose, if the first day of the respective period occurs prior to the Closing Date, calculated as if the covenant set forth in Section 7.16 had been applicable from the first day of such period), (iv) all representations and warranties contained herein and in the other Loan Documents shall be continuing. true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Subsidiary Redesignation (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (x) immediately both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such designationrepresentations and warranties shall be true and correct in all material respects as of such earlier date, the Borrower is able to incur at least $1.00 of additional Indebtedness in compliance with Section 6.01(xvii(v) and (y) immediately before and immediately after giving effect to such designation, no Default or Event of Default Holdings shall have occurred and be continuing. (c) Any such designation in paragraph (a) or (b) above by the Board of Directors shall be evidenced delivered to the Administrative Agent an officer’s certificate executed by promptly filing a Responsible Officer, certifying to the best of such officer’s knowledge, compliance with the Administrative Agent requirements of preceding clauses (i) through (iv), inclusive, and containing the calculations required by the preceding clause (iii), and (vi) any Unrestricted Subsidiary subject to a copy of the Board Resolution giving effect to such designation and Subsidiary Redesignation may not thereafter be designated as an officers' certificate certifying that such designation complied with the foregoing provisionsUnrestricted Subsidiary.

Designation of Unrestricted Subsidiaries. (a) The Board board of Directors may directors of Borrower may, at any time after the Closing Date, designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary of the (a “Subsidiary to be so designatedDesignation”); provided that (i) (x) the Borrower certifies to the Administrative Agent that such designation complies with the provisions of Section 6.02 of this Agreement, (y) each Subsidiary to be so designated 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 has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries and (z) immediately before and after giving effect to such designationany Subsidiary Designation, no Default or Event of Default shall have occurred and be continuing. continuing or would result therefrom and (b) The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (xy) immediately after giving effect to such designationany Subsidiary Designation, on a Pro Forma Basis, as of the most recently completed Measurement Period, the Borrower Total Net Leverage Ratio does not exceed 2.31 to 1.00 (or 2.58:1.00 if the Specified Acquisition has been consummated), (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is able to incur at least $1.00 of additional Indebtedness in compliance with Section 6.01(xvii) and (y) immediately before and a “restricted subsidiary” immediately after giving effect to any such designation hereunder for purposes of any documentation governing Indebtedness permitted under Sections 8.01(d) or (y), (iii) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Subsidiary to be so designated shall satisfy all of the requirements of an “Unrestricted Subsidiary” as set forth in the definition thereof and (iv) in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, on the date of such designation, no Default all representations and warranties herein and in the other Loan Documents shall be true and correct in all material respects (or Event in all respects if qualified by materiality or Material Adverse Effect or words of Default shall have occurred similar effect) with the same effect as though such representations and be continuing. (c) Any warranties had been made on and as of the date of such designation (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in paragraph which case such representations and warranties shall be true and correct in all material respects as of such earlier date (aor in all respects if qualified by materiality or Material Adverse Effect or words of similar effect). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment (in a non Subsidiary) or (b) above by the Board applicable Loan Party and their respective Restricted Subsidiaries therein at the date of Directors designation in an amount equal to the fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the respective Subsidiary at the time that such Subsidiary is designated an Unrestricted Subsidiary and such designation shall be permitted only to the extent such Investment is permitted under Section 8.06 on the date of such designation; provided that, Unrestricted Subsidiaries shall not own any Intellectual Property or any rights with respect to Intellectual Property that is, in either case, material to the Borrower and its Restricted Subsidiaries. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s Investment in such Subsidiary and such designation shall be permitted only to the extent such Investment is permitted under Section 8.06 on the date of such designation. Notwithstanding the foregoing, neither the Borrower nor Holdings shall be permitted to be an Unrestricted Subsidiary. Any Subsidiary Designation shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the Board Resolution resolution of the board of directors of the Borrower giving effect to such designation and a certificate of an officers' certificate Authorized Officer of the Borrower certifying that such designation complied with the foregoing provisions, and containing the calculations of compliance (in reasonable detail) with preceding clause (i)(y).