Common use of Designation of Subsidiaries Clause in Contracts

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent board of directors of the Borrower may may, at any time from and after the Escrow Release Date Closing Date, designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 8.1 on a pro forma effect theretobasis, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary, (iv) if a Restricted Subsidiary is a “being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary” for , together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than the purpose greater of (A) $50,000,000 and (B) 1.0% of Consolidated Total Tangible Assets (but, notwithstanding the definition of Consolidated Total Tangible Assets, calculated inclusive of all Unrestricted Subsidiaries), as of the ABL Facilitylast day of the Reference Period then most recently ended and (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, Permitted Ratio Debtupon the effectiveness of such designation, Incremental Equivalent Debt, such Subsidiary is and would continue to be a restricted subsidiary under the terms of any Credit Agreement Refinancing Material Indebtedness of the Borrower or any Junior Financing, as applicableof its Restricted Subsidiaries. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower or the applicable Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrower’s or the applicable Restricted Subsidiary’s investment therein. Other than None of the Borrower or any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated upon the occurrence of a default with respect to Subsidiaries designated as any Indebtedness, Lien or other obligation of an Unrestricted Subsidiaries on the Escrow Release Date, the Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower or the applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s or such Restricted Subsidiary’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a the Borrower nor any direct or indirect parent of a Borrower Designated IP Subsidiary shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent board of directors (or equivalent governing body) of any Borrower may at any time after the Escrow Release Date designate (or redesignate) any Restricted Subsidiary subsidiary (other than a Co-Borrowerany Closing Date Guarantor) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on, the applicable Subsidiary or Unrestricted Subsidiary), (ii) at the time of such designation immediately before and after giving pro forma effect theretosuch designation, the Consolidated First Lien Net Leverage Ratio would Borrowers shall be less than 3.75:1.00 and in compliance with Section 6.16 calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to or on the date of the relevant designation, (iii) no Restricted Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if (x) it is a “Restricted Subsidiary” (or any other term having a similar meaning) for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent any Additional Debt, any Credit Agreement Refinancing Indebtedness Incremental Equivalent Debt or any Junior Financingother Indebtedness in excess of the Threshold Amount or (y) such subsidiary was previously an Unrestricted Subsidiary, (iv) as applicable. The Parent of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Borrower or its Subsidiaries or hold any Indebtedness of, or any Lien on any property of any Borrower or its Subsidiaries and (v) no holder of any Indebtedness of any Unrestricted Subsidiary shall be deemed have any recourse to have designated the entities comprising PDC and their any Borrower or its Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the such Indebtedness. The designation of any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent applicable Borrower therein at the date of designation in an amount equal to the Fair Market Value portion of the Parent fair market value of the net assets of such Subsidiary attributable to such Borrower’s investment thereinequity interest therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.03). Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence or making at the time of designation of any InvestmentInvestments, Indebtedness or Liens of such Subsidiary existing at such time and (ii) time; provided that upon a return on any re-designation of such Unrestricted Subsidiary as a Subsidiary, the applicable Borrower shall be deemed to continue to have an Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence a Subsidiary in an amount (if positive) equal to the Fair Market Value at the date of (a) such designation of the Parent Borrower’s Investment “Investment” in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC Subsidiary at the time of designation as an Unrestricted such re-designation, less (b) the portion of the fair market value of the net assets of such Subsidiary and attributable to such Borrower’s equity therein at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14such re-designation.

Designation of Subsidiaries. The Parent Lead Borrower may at any time and from time to time after the Escrow Release Closing Date designate any Restricted Subsidiary (other than a Co-Borrower) of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) at in the time case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designation designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and after giving pro forma effect thereto(y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the Consolidated First Lien Net Leverage Ratio would parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be less than 3.75:1.00 and permitted under Section 10.05, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL FacilityCredit Agreement, Permitted Ratio Debt, Incremental Equivalent Debt(II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Credit Agreement Refinancing Indebtedness Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or any Junior Financingother debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as applicable. The Parent a Restricted Subsidiary, Lead Borrower shall be deemed to have designated comply with the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than provisions of Section 9.12 with respect to Subsidiaries such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiaries on Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the Escrow Release Date, case of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein to be so designated and (ii) its Subsidiaries has not, at the date time of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to Subsidiaries designated as any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiaries on the Escrow Release Date, the Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by the Parent Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Lead Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Board of Directors of Holdings or the Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by notice to the Agent; provided that that, in each case, (i) immediately before other than with respect to any designation of Flotek or BPC as Unrestricted Subsidiaries after the Closing Date and after such designationonly so long as Flotek or BPC are not Wholly Owned by Holdings, no Default shall have occurred and be continuingor Event of Default is then continuing or would result therefrom, (ii) at other than with respect to any designation of Flotek or BPC as Unrestricted Subsidiaries after the time of Closing Date and only so long as Flotek or BPC are not Wholly Owned by Holders, after giving effect to such designation the Aggregate Revolver Outstandings would not exceed the lesser of the Maximum Revolver Amount and after giving pro forma effect theretothe then-current Borrowing Base, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is was previously designated as an Unrestricted Subsidiary and then re-designated as a Restricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after such designation it would be a “Restricted Subsidiaryrestricted subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Term Loan Credit Agreement Refinancing Indebtedness or any Junior Financingother Material Indebtedness, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other (v) other than with respect to Subsidiaries designated any designation of Flotek or BPC as Unrestricted Subsidiaries after the Closing Date and only so long as Flotek or BPC are not Wholly Owned by Holdings, the Borrower and the Restricted Subsidiaries shall be in compliance on a Pro Forma Basis with a Fixed Charge Coverage Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date of such designation, as if such designation and any related transactions had occurred on the Escrow Release Datefirst day of such Test Period, of not less than 1.00:1.00, and (vi) if such designation would result in Current Asset Collateral owned by a Borrower or Guarantor immediately prior to such designation being owned by an Unrestricted Subsidiary immediately after such designation with a value individually or in the aggregate of greater than 5.0% of the Borrowing Base based on the most recently delivered Borrowing Base Certificate prior to such event, then Borrower shall be required, prior to such designation, deliver to Agent an updated Borrowing Base Certificate that reflects the removal of the applicable assets from the Borrowing Base. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than therein and the Investment resulting from such designation must otherwise be in compliance with respect to Subsidiaries designated Section 8.11 (as Unrestricted Subsidiaries on determined at the Escrow Release Datetime of such designation) (for the avoidance of doubt, the designation of Flotek and/or BPC as an Unrestricted Subsidiary shall not constitute an additional Investment thereof by any of the Obligors unless such designation occurs after Flotek and/or BPC (as applicable) become Wholly Owned Subsidiaries). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness Debt or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date Debt or Liens of such designation of the Parent Borrower’s Investment Subsidiary must otherwise be in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC compliance with Section 8.12 and 8.16 (as determined at the time of designation as an such designation). Notwithstanding anything to the contrary contained herein, (x) no Unrestricted Subsidiary and may at the any time of hold (directly or indirectly) Stock in, or Debt owed by or Liens (securing Debt for Borrowed Money) in, any subsequent redesignation as a Restricted Subsidiary and (y) in no event shall be zero. Notwithstanding any Restricted Subsidiary that owns (or has an exclusive license to) any Intellectual Property that is material to the foregoing, neither a Borrower nor any direct operations or indirect parent the business of a Borrower shall Holdings and its Restricted Subsidiaries be permitted to be designated as an Unrestricted Subsidiary. As , nor shall any Unrestricted Subsidiary be permitted to own (or have an exclusive license to), develop, or receive from Holdings or any of its Restricted Subsidiaries, any Intellectual Property that is material to the Escrow Release Date, operations or the Unrestricted Subsidiaries are specified on Schedule 10.14business of Holdings and its Restricted Subsidiaries.

Designation of Subsidiaries. The Parent Borrower Company may at any time and from time to time after the Escrow Release Amendment No. 1 Effective Date designate any Restricted Subsidiary (other than a Co-Borrower) of the Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary and at the time of such designation and after giving pro forma effect theretodesignation, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and Payment Conditions shall have been satisfied, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Term Loan Credit Agreement Refinancing Indebtedness or (including any Junior Financing, Debt incurred in lieu of Debt under the Term Loan Credit Agreement in the form of “incremental equivalent debt” permitted to be incurred under the Term Loan Credit Agreement as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective in effect on the Escrow Release Amendment No. 1 Effective Date. Other than ), (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall comply with the provisions of Section 7.08 with respect to Subsidiaries such designated as Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiaries on Subsidiary, (vi) no Borrower, Specified Pledgor or first tier Foreign Subsidiary may be designated an Unrestricted Subsidiary and (vii) in the Escrow Release Date, case of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, each of (x) the Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein to be so designated and (y) its Subsidiaries has not, at the date time of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to Subsidiaries designated as any Debt pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiaries on the Escrow Release Date, the Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the incurrence at the time of designation of any Investment, Indebtedness Debt or Liens of such Subsidiary and its Subsidiaries existing at such time and (iiy) a return on any Investment by the Parent Borrower Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent BorrowerCompany’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. (a) The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) to be an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that if (i) immediately before no Event of Default is continuing or would result therefrom and after such designation, no Default shall have occurred and be continuing, (ii) at the Total Net Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 3.50 to 1.00. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of such the designation and after giving pro forma effect theretowill reduce the amount available for Restricted Payments as described in Section 7.06 herein or under one or more clauses of the definition of Permitted Investments, as determined by the Consolidated First Lien Net Leverage Ratio Borrower (and shall only be permitted if such Investment would be less than 3.75:1.00 permitted). That designation will only be permitted if the Investment would be permitted at that time and (iii) no if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. No Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose purposes of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicableIndebtedness. The Parent Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if no Event of Default is continuing or would result therefrom. No Unrestricted Subsidiary shall be deemed permitted to have designated the entities comprising PDC own material intellectual property and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any no Restricted Subsidiary can be designated as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date if it would own any material intellectual property. (b) Any designation of designation in an amount equal to the Fair Market Value a Subsidiary of the Parent Borrower’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by an officer’s certificate certifying that such designation complies with the preceding conditions and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be was permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.by Section 7.06

Designation of Subsidiaries. The Parent Board of Directors of the Borrower may at any time after designate (or redesignate) any Subsidiary of the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (ii) after giving effect to such designation, the Borrower shall be in compliance with financial covenants set forth in Section 9.15 (whether or not then in effect) calculated on a Pro Forma Basis as of the last day of the four consecutive Fiscal Quarter period most recently ended for which the Borrower has delivered financial statements pursuant to Section 8.1(a) or 8.1(b), prior to such designation, (iii) each Subsidiary to be designated as “unrestricted” and each of its Subsidiaries has not at the time of such designation designation, and after giving pro forma effect theretodoes not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and lender thereof has recourse to any of the assets of the Borrower or any Restricted Subsidiary, (iiiiv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary or if it is a “Restricted Subsidiary for purposes of any Subordinated or unsecured Indebtedness and (v) no Unrestricted Subsidiary shall own any Equity Interests of any Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the portion of the Fair Market Value of the Parent net assets of such Person attributable to the Borrower’s investment thereinor its applicable Restricted Subsidiary’s equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 9.3). Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence or making at the time of designation of any InvestmentInvestments, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiarytime. As of the Escrow Release Closing Date, the there are no Unrestricted Subsidiaries are specified on Schedule 10.14Subsidiaries.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing or would immediately result from such designation and (b) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (ii) b). The Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and after giving pro forma effect theretoits Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Consolidated First Lien Net Leverage Ratio would be less Borrower or any other Restricted Subsidiary (other than 3.75:1.00 (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) no any holder of any Indebtedness of such Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is or any of its subsidiaries has recourse (either through a “Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment investment by the Parent Borrower parent company of such Subsidiary therein under clauses (v) and (x) of Section 6.04 at the date of designation in an amount equal to the Fair Market Value net book value of the Parent Borrowersuch parent company’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (iA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (iiB) a return on any Investment investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence above in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent BorrowerParent’s Investment or its Subsidiary’s, as applicable, investment in such SubsidiarySubsidiary (without giving effect to any write downs or write offs thereof). The amount of Prior to any designation made in accordance with this Section 5.13, the Parent Borrower’s Investment in Borrower shall deliver to the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as Administrative Agent a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent certificate of a Borrower shall be permitted to be an Unrestricted SubsidiaryResponsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.119

Designation of Subsidiaries. The Parent Borrower may may, at any time from and after the Escrow Release Date Closing Date, designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving effect to such designation, Parent shall be in compliance with the covenant set forth in Section 7.10 on a pro forma effect theretobasis in accordance with Section 1.03(c) (and as a condition precedent to the effectiveness of any such designation, Parent shall deliver to the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iii) no if a Restricted Subsidiary may be is being designated as an Unrestricted Subsidiary if it is a “hereunder, such Restricted Subsidiary” , together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% of Parent’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries) for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicablemost recent Test Period then ended. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower applicable Loan Party therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrowerapplicable Loan Party’s investment thereintherein (as determined in good faith by Parent). Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrowersuch Loan Party’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a no Borrower nor any direct or indirect parent company of a any Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower Holdings may at any time and from time to time after the Escrow Release Closing Date designate any Restricted Subsidiary (other than a Co-the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) at in the time case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Holdings or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designation designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and after giving pro forma effect thereto(y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Holdings or any of the Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the Consolidated First Lien Net Leverage Ratio would parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be less than 3.75:1.00 and permitted under Section 10.05, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debtany Refinancing Notes Indenture, any Credit Agreement Refinancing Indebtedness Permitted Pari Passu Notes Document, any Permitted Pari Passu Loan Documents, any Permitted Junior Notes Document or any Junior Financingother debt instrument, with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as applicable. The Parent Borrower a Restricted Subsidiary, Holdings shall be deemed to have designated comply with the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than provisions of Section 9.12 with respect to Subsidiaries such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiaries on Subsidiary) and (vi) in the Escrow Release Date, case of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, each of (x) the Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein to be so designated and (y) its Subsidiaries has not, at the date time of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to Subsidiaries designated as any Indebtedness pursuant to which the lender has recourse to any of the assets of Holdings or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiaries on the Escrow Release Date, the Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ia) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (iib) a return on any Investment by Holdings or the Parent Borrower applicable Restricted Subsidiary, in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent BorrowerHoldings or such Restricted Subsidiary’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower Holdings may at any time and from time to time after the Escrow Release Amendment and Restatement Effective Date designate any Restricted Subsidiary (other than a Co-the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) at in the time case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Holdings or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designation designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and after giving pro forma effect thereto(y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Holdings or any of the Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the Consolidated First Lien Net Leverage Ratio would parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be less than 3.75:1.00 and permitted under Section 10.05, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debtany Refinancing Notes Indenture, any Credit Agreement Refinancing Indebtedness Permitted Pari Passu Notes Document, any Permitted Pari Passu Loan Documents, any Permitted Junior Notes Document or any Junior Financingother debt instrument, with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as applicable. The Parent Borrower a Restricted Subsidiary, Holdings shall be deemed to have designated comply with the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than provisions of Section 9.12 with respect to Subsidiaries such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiaries on Subsidiary) and (vi) in the Escrow Release Date, case of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, each of (x) the Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein to be so designated and (y) its Subsidiaries has not, at the date time of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to Subsidiaries designated as any Indebtedness pursuant to which the lender has recourse to any of the assets of Holdings or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiaries on the Escrow Release Date, the Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ia) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (iib) a return on any Investment by Holdings or the Parent Borrower applicable Restricted Subsidiary, in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent BorrowerHoldings or such Restricted Subsidiary’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

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

Designation of Subsidiaries. The Parent Board of Managers of the Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrowerthe MLP GP and the MLP) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default or Default shall have occurred and be continuing, (ii) at immediately after giving effect to such designation, the time Borrower and its Restricted Subsidiaries shall be in compliance, on a pro forma basis, with Section 5.12 (as though the effective date of such designation and after giving pro forma effect theretowere the last day of a fiscal quarter of the Borrower) and, as a condition precedent to the effectiveness of such designation, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and Borrower shall deliver to the Agent a certificate of its Chief Financial Officer, its Treasurer or its Controller setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is was previously designated an Unrestricted Subsidiary, (iv) no Subsidiary of an Unrestricted Subsidiary may be designated as a “Restricted Subsidiary” for the purpose , (v) no Subsidiary that owns any Equity Securities or Indebtedness of, or owns or holds any Lien on, any property of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness Borrower or any Junior FinancingRestricted Subsidiary (other than any Subsidiary of the Subsidiary to be so designated), may be designated an Unrestricted Subsidiary, (vi) each Subsidiary to be so designated as applicable. The Parent Borrower shall be deemed to have designated an Unrestricted Subsidiary, and its Subsidiaries, has not at the entities comprising PDC time of designation, and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to Subsidiaries designated as Unrestricted Subsidiaries on any Indebtedness pursuant to which the Escrow Release Date, lender or other creditor has recourse to any assets of the designation of Borrower or any Restricted Subsidiary other than the Equity Securities in such Unrestricted Subsidiary and its Subsidiaries, and (vii) no primary operating Subsidiary of the Borrower may be designated as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment thereinSubsidiary. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on time. If, at any Investment by the Parent Borrower in time, any Unrestricted Subsidiaries pursuant Subsidiary fails to meet the preceding sentence in requirements as an amount equal Unrestricted Subsidiary, it will thereafter automatically cease to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as be an Unrestricted Subsidiary and at the time of any subsequent redesignation as shall constitute a Restricted Subsidiary shall for all purposes of this Agreement, and (among other things) any Indebtedness and Liens of such Subsidiary will be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted deemed to be an Unrestricted Subsidiary. As incurred by a Restricted Subsidiary of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14Borrower as of such date.

Designation of Subsidiaries. The Parent Borrower may may, at any time from and after the Escrow Release Date Closing Date, designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Net Leverage Ratio would Borrower shall be less than 3.75:1.00 in compliance with the covenants set forth in Section 7.10 on a Pro Forma Basis in accordance with Section 1.03(c) (and as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iii) no if a Restricted Subsidiary may be is being designated as an Unrestricted Subsidiary if it is a “hereunder, such Restricted Subsidiary” , together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% of the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, for the purpose period of the ABL Facilityfour consecutive fiscal quarters then ended, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicablefor which financial statements have been delivered pursuant to Section 6.01. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower applicable Loan Party therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrowerapplicable Loan Party’s investment thereintherein (as determined in good faith by the Borrower). Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrowersuch Loan Party’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a the Borrower nor any direct or indirect parent company of a the Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Date (a) designate any Restricted Subsidiary (other than a Co-Borrower) an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary and (b) designate any existing or newly acquired or formed Restricted Subsidiary of Borrower as an Unrestricted Subsidiary, unless such Restricted Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any lien on any property of, any Loan Party or any other Restricted Subsidiary; provided that that, (i) immediately before and after giving effect to any such designation, no Event of Default shall have occurred and be continuing, (ii) at Borrower shall be in compliance with the time financial covenants set forth in Sections 6.13 and 6.14 (and a certificate of such designation and after giving pro forma effect thereto, a Senior Officer of Borrower setting forth the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 related calculations) and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if if, after giving effect to such designation, it is would be a “Restricted Subsidiary”, “guarantor” or “borrower” (or similar designation) for the purpose of any Indebtedness of Borrower or any of its Restricted Subsidiaries (provided that notwithstanding this subclause (iii) Viasat Brasil Participações Limitada, a limited liability company incorporated under the ABL Facility, Permitted Ratio Debt, laws of Brazil (“Viasat Brazil”) and/or its Subsidiaries may be classified as “Restricted Subsidiaries” under the indenture governing the 2025 Senior Notes (or any Incremental Equivalent DebtIndebtedness in the form of senior unsecured, any Credit Agreement Refinancing Indebtedness secured or any Junior Financingsubordinated notes issued by Borrower) so long as Viasat Brazil and/or its Subsidiaries (as applicable) are not issuers of, guarantors of or otherwise contractually obligated with respect to, the 2025 Senior Notes (or such Incremental Equivalent Indebtedness, as applicable)). The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Second Amendment Effective Date shall constitute an Investment by the Parent Borrower applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value fair market value (as reasonably determined in good faith by a Senior Officer of the Parent Borrower) of such Loan Party’s investment or such Restricted Subsidiary’s (as applicable) Investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower applicable Loan Party or Restricted Subsidiary in such Unrestricted Subsidiaries pursuant to the preceding sentence Subsidiary in an amount equal to the Fair Market Value fair market value (as reasonably determined in good faith by a Senior Officer of Borrower) at the date of such designation of the Parent Borrowersuch Loan Party’s or such Restricted Subsidiary’s (as applicable) Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of Any designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary by Borrower pursuant to this Section 5.11 shall be zeroevidenced to Agent by promptly delivering to Agent a certificate of a Responsible Official of Borrower giving effect to such designation and a certifying that such designation complies with the provisions of this Section 5.11. Notwithstanding the foregoing, neither any Unrestricted Subsidiary that has been re-designated as a Borrower nor any direct or indirect parent of a Borrower shall Restricted Subsidiary may not be permitted to be subsequently re-designated as an Unrestricted Subsidiary until at least two full Fiscal Quarters have passed since the date such Unrestricted Subsidiary was re-designated as a Restricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) at the time of such designation and immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Net Leverage Ratio would Borrower and its Restricted Subsidiaries shall be less than 3.75:1.00 and in compliance, on a Pro Forma Basis, with the Financial Covenants as of the end of the most recently ended Test Period, (iiic) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after giving effect to such designation, it is would be a “Restricted Subsidiary” for under any Junior Indebtedness, any Indebtedness incurred pursuant to Sections 5.3(t) or (x), or any other material Indebtedness of a Credit Party, (d) no Unrestricted Subsidiary shall own any Stock or Stock Equivalents in the purpose Borrower or any of its Restricted Subsidiaries, (e) in no event shall any Unrestricted Subsidiary own any material intellectual property that is material to the business of the ABL FacilityBorrower and any of its Restricted Subsidiaries, Permitted Ratio Debttaken as a whole, Incremental Equivalent Debtand (f) as a condition precedent to the effectiveness of any such designation, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicablethe Borrower shall deliver to Agent a certificate signed by a Responsible Officer setting forth in reasonable detail the calculations demonstrating compliance with the foregoing. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Person’s (as applicable) Investment therein and the Parent Borrower’s investment thereinInvestment resulting from such designation must otherwise be in compliance with and permitted under Section 5.2. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) time; provided that upon a return on any re-designation of such Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to have an Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence a Restricted Subsidiary in an amount equal to the Fair Market Value at the date book value of such designation of the Parent Borrower’s Investment “Investment” in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC Restricted Subsidiary at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zerosuch re-designation. Notwithstanding the foregoing, neither any Unrestricted Subsidiary that has been re-designated a Borrower nor any direct or indirect parent of a Borrower shall Restricted Subsidiary may not be permitted to be subsequently re-designated as an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Board of Directors of the Borrower may at any time after designate (or redesignate) any Subsidiary of the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (ii) after giving effect to such designation, the Borrower shall be in compliance with financial covenants set forth in Section 9.15 as in effect on the First Amendment Effective Date (whether or not then in effect) calculated on a Pro Forma Basis as of the last day of the four consecutive Fiscal Quarter period most recently ended for which the Borrower has delivered financial statements pursuant to Section 8.1(a) or 8.1(b), prior to such designation, (iii) each Subsidiary to be designated as “unrestricted” and each of its Subsidiaries has not at the time of such designation designation, and after giving pro forma effect theretodoes not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and lender thereof has recourse to any of the assets of the Borrower or any Restricted Subsidiary, (iiiiv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary or if it is a “Restricted Subsidiary for purposes of any Subordinated or unsecured Indebtedness and (v) no Unrestricted Subsidiary shall own any Equity Interests of any Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the portion of the Fair Market Value of the Parent net assets of such Person attributable to the Borrower’s investment thereinor its applicable Restricted Subsidiary’s equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 9.3). Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence or making at the time of designation of any InvestmentInvestments, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiarytime. As of the Escrow Release Closing Date, the there are no Unrestricted Subsidiaries are specified on Schedule 10.14Subsidiaries.

Designation of Subsidiaries. The Parent Lead Borrower may at any time after the Escrow Release Closing Date designate any Restricted Subsidiary of the Lead Borrower (other than a the Co-Borrower) Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary); provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, (i) the Lead Borrower could incur $1.00 of Permitted Ratio Debt or (ii) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio would be no less than 3.75:1.00 and the Fixed Charge Coverage Ratio immediately prior to giving effect to such designation, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL FacilitySenior Notes, Permitted Ratio Debtany Junior Financing, any Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness Equivalent Debt, any Permitted Ratio Debt or any Junior Financing, as applicablePermitted Refinancing of any of the foregoing and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Lead Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Lead Borrower’s (as applicable) investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return Return on any Investment by the Parent Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s (as applicable) Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Closing Date designate any Restricted Subsidiary (other than a Co-Borrower) of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing, (iib) at the time of such designation and immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Net Leverage Ratio would Borrower shall be less than 3.75:1.00 in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 6.12 and 6.13 recomputed as of the last day of the most recent Test Period for which financial statements are available, (iiic) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Indebtedness of Holdings or the ABL FacilityBorrower and (d) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, Permitted Ratio Debtthe sum of (A) the fair market value of assets of such Restricted Subsidiary as of such date of designation (the “Designation Date”), Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, plus (B) the aggregate fair market value of assets of all Unrestricted Subsidiaries (in each case measured as applicableof the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 3.0% of the Consolidated Total Assets of the Borrower and its Subsidiaries as of such Designation Date pro forma for such designation. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrower’s or its Subsidiary’s (as applicable) investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither any Unrestricted Subsidiary that has been re-designated a Borrower nor any direct or indirect parent of a Borrower shall Restricted Subsidiary may not be permitted to be subsequently re-designated as an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Net Leverage Ratio would Borrower shall be less than 3.75:1.00 and in compliance, on a Pro Forma Basis, with the covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended) if then in effect, and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Senior Notes Documents, the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrower’s investment or its Subsidiary’s (as applicable) Investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after giving effect (including giving effect on a pro forma basis) to such designation, (i) no Event of Default shall have occurred and be continuing, continuing or would result therefrom and (ii) at the time Borrower is in compliance with the financial covenants set forth in Section 6.10 (without giving effect to any Acquisition Holiday) recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such designation and after giving pro forma effect theretofinancial statements, the most recent financial statements referred to in Section 3.04), as applicable, (b) immediately prior to giving effect to such designation, (i) any such Restricted Subsidiary so designated as an Unrestricted Subsidiary has not contributed greater than five percent (5%) of Consolidated First Lien Net Leverage Ratio would be less EBITDA of the Borrower and its Subsidiaries for the most recently ended period of four fiscal quarters or (ii) any such Restricted Subsidiary so designated as an Unrestricted Subsidiary has not contributed greater than 3.75:1.00 five percent (5%) of Consolidated Total Assets of the Borrower and its Subsidiaries for the most recently ended period of four fiscal quarters, (iiic) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it such Subsidiary (or any of its Subsidiaries) (i) has at such time of designation or thereafter creates, incurs, assumes or guarantees, any Indebtedness that is recourse to the Borrower or any Restricted Subsidiary or (ii) guarantees Material Indebtedness of any Loan Party, (d) all Investments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of designation are permitted in accordance with Section 6.04, (e) the Borrower shall deliver to the Administrative Agent at least two (2) Business Days prior to such designation a certificate of a Financial Officer of the Borrower, certifying that such Subsidiary meets the requirements of an “Restricted Unrestricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed set forth in this Section 5.10 and (f) at least three (3) Business Days prior to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, with respect to such Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment investment by the Parent Borrower and its Restricted Subsidiaries therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrower’s or applicable Restricted Subsidiary’s, as the case may be, investment therein, and such investment shall be subject to Section 6.04(t). Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any InvestmentIndebtedness, Indebtedness investments, loans, advances, Guarantees or Liens of such Subsidiary existing at such time and (ii) a return on any Investment investment by the Parent Borrower or the applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent BorrowerBorrower or such Restricted Subsidiary’s Investment investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower Representative may at any time after the Escrow Release Date designate or re-designate (x) any Restricted Subsidiary a Designated Real Estate Subsidiary (other than a Co-Borrower“Real Estate Subsidiary Designation”) an Unrestricted Subsidiary or (y) any Unrestricted Designated Real Estate Subsidiary as a Restricted SubsidiaryLoan Party (a “Subsidiary Redesignation”); provided that (i) immediately before and after such designationReal Estate Subsidiary Designation or Subsidiary Redesignation, no Default or Event of Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving pro forma effect theretoto such Real Estate Subsidiary Designation or Subsidiary Redesignation, (x) the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 Borrower Representative is in pro forma compliance with the financial covenants set forth in Sections 6.12, 6.13 and 6.14 and (y) the Line Cap exceeds the aggregate amount of Revolving Credit Exposure, (iii) no Restricted Borrower or Guarantor may be designated as a Designated Real Estate Subsidiary and no Designated Real Estate Subsidiary may own any Floor Plan Unit at any location where any Eligible Floor Plan Unit is located, (iv) no Subsidiary may be designated as an Unrestricted a Designated Real Estate Subsidiary if it is a “Restricted Subsidiary” for the purpose any other Indebtedness, (v) as of the ABL Facilitymost recent date of designation thereof, Permitted Ratio Debt, Incremental Equivalent Debt, no Designated Real Estate Subsidiary shall own any Credit Agreement Refinancing Indebtedness Equity Interests in any Borrower or any Junior FinancingGuarantor or hold any Indebtedness of, as applicable. The Parent or Lien on any property of any Borrower or any Guarantor, (vi) the holder of any Indebtedness of any Designated Real Estate Subsidiary shall be deemed not have any recourse to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than any Borrower or any Guarantor with respect to Subsidiaries such Indebtedness and (vii) no Subsidiary may be designated as Unrestricted a Designated Real Estate Subsidiary if, as of the date of such designation (w) it holds any material franchise or framework agreement or other material agreement with any Manufacturer relating to any Eligible Floor Plan Unit, (x) the Consolidated Total Assets of the Subsidiary being designated, together with the Consolidated Total Assets of all other Designated Real Estate Subsidiaries on of Pubco Guarantor, exceeds 25% of Consolidated Total Assets of Pubco Guarantor and its Subsidiaries (including its Designated Real Estate Subsidiaries), in each case for the Escrow Release Date, the Test Period most recently ended for which financial statements have been delivered pursuant to Section 4.01 or Section 5.08 or (y) it holds any Material Intellectual Property. The designation of any Restricted Subsidiary as an Unrestricted a Designated Real Estate Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower applicable Loan Parties therein at the date of such designation in an amount equal to the Fair Market Value portion of the Parent Borrower’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on fair market value of the Escrow Release Date, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens net assets of such Subsidiary existing at such time (and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall only be permitted to be an Unrestricted Subsidiarythe extent such Investment is permitted under Section 6.02). As of the Escrow Release date of any designation, the Borrower Representative shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower Representative certifying compliance with the requirements of this Section 5.22, including the calculation to demonstrate compliance with the financial covenants set forth in Sections 6.12, 6.13 and 6.14. As of the Closing Date, the Unrestricted Subsidiaries are specified Persons listed on Schedule 10.145.22 attached hereto are each a Designated Real Estate Subsidiary.

Designation of Subsidiaries. (a) The Parent Borrower may at any time after the Escrow Release Date designate (or re-designate) any Restricted Subsidiary (other than a Co-Borrowerthe Borrower and the Company) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation or re-designation, no Event of Default shall have occurred and be continuing, continuing and (ii) at the time Borrower could incur $1.00 of such designation and after giving pro forma effect thereto, Ratio Debt or the Consolidated First Lien Total Net Leverage Ratio would be not less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated the Total Net Leverage Ratio immediately prior to such redesignation computed, in each case, on a Pro Forma Basis immediately after giving effect to such re-designation as an of the Applicable Date of Determination of any Unrestricted Subsidiary if it is as a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date in accordance with this Section 5.13(a) shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary, as applicable, therein at the date of designation in an amount equal to the Fair Market Value fair market value (as determined in good faith by the Borrower) of the Parent Borrower’s investment thereinInvestments held by the Borrower and/or the applicable Restricted Subsidiaries in such Unrestricted Subsidiary immediately prior to such designation. Other than with respect Upon any such designation (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary pursuant to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Datedefinition of “Investment”), the Borrower and/or the applicable Restricted Subsidiaries shall receive a credit against the applicable clause in Section 6.04 that was utilized for the Investment in such Unrestricted Subsidiary for all Returns in respect of such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary in accordance with this Section 5.13 shall constitute (i) the incurrence by such Restricted Subsidiary at the time of designation of any Investment, Indebtedness or Liens of such Restricted Subsidiary existing outstanding at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14extent assumed).

Designation of Subsidiaries. (a) The Parent board of directors of the Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-BorrowerBroadcast License Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) at the time no Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to Parent or any of such designation and after giving pro forma effect theretoits Restricted Subsidiaries, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iiiii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “party to any agreement or contract with Parent or any of its Restricted Subsidiaries, unless the terms of such agreement are no less favorable to Parent or such Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall , than those that might be deemed to have obtained from an unaffiliated third-party, (v) no Subsidiary may be designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than if such Subsidiary is a Person with respect to which Parent or any of its Restricted Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor has any direct or indirect parent of a Borrower shall obligation to make capital contributions or to maintain such Subsidiary’s financial condition, (vi) no Subsidiary may be permitted to be designated an Unrestricted Subsidiary. As of the Escrow Release DateSubsidiary if after giving effect to such designation, the Consolidated Total Net Leverage Ratio as of such date would exceed the ratio set forth opposite the next succeeding fiscal quarter end in subsection 8.1 and (vii) no Unrestricted Subsidiaries are specified on Schedule 10.14Subsidiary may engage in any transaction described in subsections 8.8 (with respect to the prepayment of any Senior Notes) or 8.15 if the Borrower is prohibited from engaging in such transaction.

Designation of Subsidiaries. The Parent An Authorized Officer of Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving effect to such designation, Borrower shall be in pro forma effect theretocompliance with each of the covenants set forth in Section 6.7, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any subordinated Indebtedness of any Credit Agreement Refinancing Indebtedness or any Junior FinancingParty; (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, as applicable. The Parent (v) Borrower shall be deemed deliver to have designated Administrative Agent at least five Business Days prior to such designation a certificate of an Authorized Officer of Borrower, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the entities comprising PDC foregoing clauses (i) through (iv) of this Section 5.15 and, if applicable, certifying that such subsidiary meets the requirements of an “Unrestricted Subsidiary” and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect (vi) at least ten days prior to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary Subsidiary, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, with respect to such subsidiary. The designation of any subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrower’s investment Investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence by such Restricted Subsidiary at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14time.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary of the Parent Borrower (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Net Leverage Ratio would Parent Borrower shall be less than 3.75:1.00 in compliance, on a Pro Forma Basis, with the Financial Covenant, and, as a condition precedent to the effectiveness of any such designation, the Parent Borrower shall deliver to the Administrative Agent in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, a certificate setting forth in reasonable detail the calculations demonstrating such compliance and (iii) no Restricted such Subsidiary may also shall have been or will promptly be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryunrestricted subsidiary” for (or otherwise not be subject to the purpose of the ABL Facility, covenants) under any Permitted Ratio Debt, Incremental Equivalent Debt, Refinancing Notes or any Credit Agreement Refinancing Loans, and any Permitted Refinancing Indebtedness or of any Junior Financingof the foregoing (and successive Permitted Refinancing Indebtedness thereof), as applicablein each case, to the extent such concept exists therein. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrower’s investment thereinor its Subsidiary’s (as applicable) Investment therein (including the aggregate (undiscounted) principal amount of any Indebtedness owed by such Subsidiary to any Loan Party or Restricted Subsidiary at the time of such designation). Other than The Investment resulting from such designation must otherwise be in compliance with respect Section 6.04. The Parent Borrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary at any time by written notice to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release DateAdministrative Agent if after giving effect to such designation, the Parent Borrower is in compliance with the Financial Covenant on a Pro Forma Basis, no Event of Default exists or would otherwise result therefrom and the Parent Borrower complies with the obligations under clause (a) of Section 5.10. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence by the Parent Borrower at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence above in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of (without giving effect to any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct write downs or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14write offs thereof).

Designation of Subsidiaries. The Parent Borrower (a) A Primary Financial Officer may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) at no Subsidiary may be designated as an Unrestricted Subsidiary if the time Borrower or any Restricted Subsidiary has any Contingent Obligation (other than Deferred Equity Contribution Obligations) with respect to any Indebtedness or other obligations of such designation Subsidiary (and after giving pro forma effect theretothe Borrower and its Restricted Subsidiaries will not have any Contingent Obligation (other than Deferred Equity Contribution Obligations) with respect to any Indebtedness or other obligations of any Unrestricted Subsidiary at any time), the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) the designation of any Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary may not be changed on more than two occasions, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is party to any agreement or contract with the Borrower or any Restricted Subsidiary, unless the terms of such agreement are no less favorable to the Borrower or Restricted Subsidiary, as applicable, than those that might be obtained from an unaffiliated third-party, (v) other than Deferred Equity Contribution Obligations, no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Person with respect to which the Borrower or any Restricted Subsidiary has any direct or indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition or otherwise has any Contingent Obligation with respect to such Subsidiary or any of its Indebtedness or other obligations, and neither the Borrower nor any Restricted Subsidiary will have any direct or indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition or otherwise have any Contingent Obligation with respect to such Subsidiary or any of its Indebtedness or other obligations at any time after such designation, (vi) for so long as any Senior Note is outstanding, no Subsidiary may be (x) designated an Unrestricted Subsidiary hereunder unless it simultaneously becomes an “Unrestricted Subsidiary” under all Senior Notes and (y) designated a Restricted Subsidiary hereunder unless it simultaneously becomes a “Restricted Subsidiary” for under the purpose Senior Notes, (vii) at such time and immediately after giving effect thereto the Borrower would be permitted to incur at least $1.00 of additional Priority Debt, and (viii) immediately after giving effect to such designation and at all times thereafter, the ratio of the ABL Facilityconsolidated total assets of the Borrower and its Restricted Subsidiaries to the consolidated total assets of the Borrower and its Subsidiaries and the ratio of the consolidated net income of the Borrower and its Restricted Subsidiaries to the consolidated net income of the Borrower and its Subsidiaries (in each case based on the most recent four consecutive Fiscal Quarters, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, and calculated on a pro forma basis as applicableif all payments and other contributions to be made under all Deferred Equity Contribution Obligations were fully funded and contributed) shall be not less than 0.8:1.0. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Dateshall, within 10 days after the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investmentor Unrestricted Subsidiary, Indebtedness or Liens give written notice of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant action to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14Administrative Agent.

Designation of Subsidiaries. The Parent Borrower Company may at any time after the Escrow Release Date designate any Restricted Subsidiary (of the Company, other than a Co-the Bermuda Borrower) , as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL FacilityTerm Credit Agreement, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior FinancingPermitted Receivables Facility or if it was previously designated as an Unrestricted Subsidiary, (iii) immediately after giving effect to such designation, the consolidated total assets of all Unrestricted Subsidiaries in the aggregate shall not exceed 10.0% of Consolidated Total Assets (as applicableof the most recently ended fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b)) and (iv) the Payment Conditions shall be satisfied at such time. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower Company therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent BorrowerCompany’s investment or its Restricted Subsidiaries’, as applicable, Investments therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent BorrowerCompany’s Investment or its Subsidiaries, as applicable, investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may MKS may, at any time from and after the Escrow Release Date Closing Date, designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) at the time of with respect to any such designation and after giving pro forma effect theretoof any Subsidiary or Subsidiaries as Unrestricted Subsidiary whose assets included immediately before such designation in the Borrowing Base represent at least 5% of the Borrowing Base immediately before such designation, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 Payment Conditions are met (and as a condition precedent to the effectiveness of any such designation, MKS shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no if a Restricted Subsidiary may be is being designated as an Unrestricted Subsidiary if it is hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% of MKS’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of MKS, for the period of four (4) consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01 and (iv) each Subsidiary designated as a “Restricted Subsidiary” for under the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, Term Facility shall be designated as applicablea Restricted Subsidiary hereunder. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower applicable Loan Party therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrowerapplicable Loan Party’s investment thereintherein (as determined in good faith by MKS). Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrowersuch Loan Party’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower MKS shall not be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Board of Directors of the Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Subordinated Indebtedness, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (iv) the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed deliver to have designated the entities comprising PDC Administrative Agent at least five Business Days prior to such designation a certificate of a Senior Officer of the Borrower, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating compliance with the foregoing clauses (i) through (iii) of this Section 9.18 and, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary” and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect (v) at least ten days prior to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering requirements, including the PATRIOT Act, with respect to such Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower and its Restricted Subsidiaries therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent’s Investment therein; provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Parent shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of Investments of the Parent Borrowerand its Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the fair market value of Investments of the Parent and its Subsidiaries made in connection with the designation of such Subsidiary as an Unrestricted Subsidiary minus (ii) the portion (proportionate to the Parent’s investment thereinand its Subsidiaries’ Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14time.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing or would immediately result from such designation and (b) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (ii) b). The Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and after giving pro forma effect theretoits Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Consolidated First Lien Net Leverage Ratio would be less Borrower or any other Restricted Subsidiary (other than 3.75:1.00 (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) no any holder of any Indebtedness of such Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is or any of its subsidiaries has recourse (either through a “Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment investment by the Parent Borrower therein parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of designation (with the amount of such investment to be in an amount equal to the Fair Market Value net book value of the Parent Borrowersuch parent company’s investment therein). Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (iA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (iiB) a return on any Investment investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence above in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s Investment or its Subsidiary’s, as applicable, investment in such SubsidiarySubsidiary (without giving effect to any write downs or write offs thereof). The amount Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the Parent Borrower’s Investment designation satisfies the applicable conditions set forth in the entities constituting PDC at the time of designation as an this Section 5.13. No Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As hold any intellectual property that is material to the business operations of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14Borrower and its Subsidiaries.

Designation of Subsidiaries. The Parent Borrower Board of Directors of Holdings may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by notice to the Agent; provided that that, in each case, (i) immediately before and after such designation, no Default shall have occurred and be continuingor Event of Default is then continuing or would result therefrom, (ii) at if after giving effect to such designation the time Aggregate Revolver Outstandings would not exceed the lesser of the Maximum Revolver Amount and the then-current Borrowing Base, (iii) the Borrower and the Restricted Subsidiaries shall be in compliance on a Pro Forma Basis with a Fixed Charge Coverage Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date of such designation, as if such designation and after giving pro forma effect theretoany related transactions had occurred on the first day of such Test Period, the Consolidated First Lien Net Leverage Ratio would be of not less than 3.75:1.00 1.00:1.00 and (iiiiv) no Restricted Subsidiary may be designated as if such designation would result in Current Asset Collateral owned by a Borrower or Guarantor immediately prior to such designation being owned by an Unrestricted Subsidiary if it is immediately after such designation with a “Restricted Subsidiary” for value individually or in the purpose aggregate of greater than 5.0% of the ABL FacilityBorrowing Base based on the most recently delivered Borrowing Base Certificate prior to such event, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent then Borrower shall be deemed required, prior to have designated such designation, deliver to Agent an updated Borrowing Base Certificate that reflects the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on removal of the Escrow Release Dateapplicable assets from the Borrowing Base. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower or Holdings, as applicable, therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s or Holdings’, as applicable, investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness Debt or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14time.

Designation of Subsidiaries. The Parent Borrower Company may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) of the Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and Ratio, calculated on a Pro Forma Basis, shall not exceed 5.50 to 1.00, and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating compliance with such ratio, (iii) immediately after giving effect to such designation, the consolidated total assets of all Unrestricted Subsidiaries in the aggregate shall not exceed 10.0% of Consolidated Total Assets (as of the most recently ended fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b)) and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL FacilityCredit Agreement, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, Permitted Receivables Facility or if it was previously designated as applicablean Unrestricted Subsidiary. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower Company therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent BorrowerCompany’s investment or its Restricted Subsidiaries’, as applicable, Investments therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent BorrowerCompany’s Investment or its Subsidiaries, as applicable, investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing or would result from such designation and (b) immediately after giving effect to such designation, (ii) Holdings shall be in compliance on a Pro Forma Basis with the covenants set forth in Sections 6.12 and 6.13 recomputed as of the last day of the most recently ended fiscal quarter of Holdings. The Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation and after giving pro forma effect thereto(and, the Consolidated First Lien Net Leverage Ratio would thereafter, any Unrestricted Subsidiary shall cease to be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it automatically if) such Restricted Subsidiary or any of its subsidiaries is a “Restricted Subsidiaryrestricted subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or a “guarantor” (or any Junior Financing, as applicablesimilar designation) for any Material Indebtedness. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment investment by the Parent Borrower parent company of such Subsidiary therein under Section 6.04 at the date of designation in an amount equal to the Fair Market Value net book value of the Parent Borrowersuch parent company’s investment therein. Other than with respect to Subsidiaries Any Subsidiary Loan Party that is designated as an Unrestricted Subsidiaries on the Escrow Release DateSubsidiary shall, the upon effectiveness of such designation, cease to be a Loan Party and shall automatically be released from any guarantee and collateral obligations. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (ii) a return on time. Prior to any Investment by designation made in accordance with this Section, the Parent Borrower in Unrestricted Subsidiaries pursuant shall deliver to the preceding sentence Administrative Agent a certificate of a Financial Officer certifying that the designation satisfies the applicable conditions set forth in an amount equal to the Fair Market Value at the date of such designation this Section and setting forth reasonably detailed calculations demonstrating compliance with clause (b) of the Parent Borrower’s Investment in such Subsidiary. The amount first sentence of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14this Section.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Closing Date designate any Restricted Subsidiary of the Borrower (other than a Co-Borrowerthe BD Subsidiary or the Advisory Services Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, designation (A) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis) is no more than 4.50 to 1.00 and (B) no Default or Event of Default shall have occurred and be continuing, both immediately prior to and immediately following such designation, (ii) at the time of no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation and after giving pro forma effect theretodesignation, the Consolidated First Lien Net Leverage Ratio it would be less than 3.75:1.00 and a “Restricted Subsidiary” for the purpose of any Indebtedness for borrowed money with an outstanding principal amount in excess of the Threshold Amount or any Junior Financing, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is was previously designated as an Unrestricted Subsidiary and (iv) no Unrestricted Subsidiary may be designated as a “Restricted Subsidiary” for Subsidiary if, after such designation, it would not be in compliance with the purpose of the ABL Facilitycovenants set forth in Sections 7.01, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable7.02 and 7.03. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrower’s investment Investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or and Liens of such Subsidiary existing at such time and (ii) a return Return on any Investment by the Parent Borrower in such Unrestricted Subsidiaries Subsidiary pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may at any time and from time to time after the Escrow Release Closing Date designate any Restricted Subsidiary (other than a Co-Borrower) of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) at in the time case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the 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 designation Subsidiary under the Subsidiaries Guaranty) and after giving pro forma effect thereto(y) the aggregate principal amount of any Indebtedness owed by such Subsidiary to the Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the Consolidated First Lien Net Leverage Ratio would parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be less than 3.75:1.00 and permitted under Section 10.05, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the ABL Facility, Permitted Ratio Debt, Incremental Equivalent DebtCredit Agreement or (II) any Refinancing Notes Indenture, any Credit Agreement Refinancing Indebtedness Permitted Pari Passu Notes Document, any Permitted Pari Passu Loan Document, any Permitted Junior Notes Document or any Junior Financingother debt instrument, in each case of this clause (II), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as applicable. The Parent a Restricted Subsidiary, the Borrower shall be deemed to have designated comply with the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than provisions of Section 9.12 with respect to Subsidiaries such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiaries on Subsidiary) and (vi) in the Escrow Release Date, case of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein to be so designated and (ii) its Subsidiaries has not, at the date time of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to Subsidiaries designated as any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiaries on the Escrow Release Date, the Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may (a) Any Financial Officer, on behalf of the Borrower, may, at any time from and after the Escrow Release Date Effective Date, designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) at immediately after giving effect to such designation, the time of Borrower shall be in compliance with the covenants set forth in Section 6.11 on a pro forma basis, (iii) such designation and after giving pro forma effect theretocomplies with Section 6.04, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary guarantees any (A) Debt Facility of the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (iiiincluding the Debt Facility under the Revolving Credit Agreement) or (B) any Capital Markets Debt, (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for under the purpose Revolving Credit Agreement and (vi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary on more than two (2) occasions if it was previously designated as an Unrestricted Subsidiary (including any such designation as of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicableEffective Date). The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Effective Date shall constitute an Investment by the Parent Borrower or the applicable Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrower’s investment or the applicable Restricted Subsidiary’s Investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower or the applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s or such Restricted Subsidiary’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. (a) The Parent Borrower Company may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Coincluding any existing Subsidiary and any newly-Borroweracquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) no Event of Default shall exist immediately before and prior or immediately after giving effect to such designation, no Default shall have occurred and be continuing, ; (ii) at the time of Company shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such designation and after giving pro forma effect theretoon a Pro Forma Basis, the Consolidated First Lien Net Leverage Ratio Company would be less than 3.75:1.00 and in compliance with the Payment Conditions; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “such Restricted Subsidiary” for the purpose Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness Company or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated Restricted Subsidiary or (B) Guarantees any Indebtedness of the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on Company or any Restricted Subsidiary (other than deferred purchase price arrangements in the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on ordinary course of business); (iv) in the Escrow Release Date, the case of a designation of any a Restricted Subsidiary as an Unrestricted Subsidiary, each Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and at (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary is designated as an “unrestricted subsidiary” under any Indebtedness of the time Company and any Restricted Subsidiary consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness and Permitted Additional Unsecured Acquisition Indebtedness in respect of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Dateforegoing (collectively, the Unrestricted Subsidiaries are specified on Schedule 10.14“Additional Indebtedness”).

Designation of Subsidiaries. The Parent Borrower may (a) Any Financial Officer, on behalf of the Borrower, may, at any time from and after the Escrow Release Date Effective Date, designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) at immediately after giving effect to such designation, the time of Borrower shall be in compliance with the covenants set forth in Section 6.11 on a pro forma basis, (iii) such designation and after giving pro forma effect theretocomplies with Section 6.04, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iiiiv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary and if such Subsidiary guarantees any (A) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater or (B) any Capital Markets Debt and (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary on more than two (2) occasions if it is a “Restricted Subsidiary” for the purpose was previously designated as an Unrestricted Subsidiary (including any such designation as of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicableEffective Date). The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Effective Date shall constitute an Investment by the Parent Borrower or the applicable Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrower’s investment or the applicable Restricted Subsidiary’s Investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower or the applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s or such Restricted Subsidiary’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower Holdings may at any time after the Escrow Release Date not designate any Restricted Subsidiary (other than a Co-Borrower) an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that , or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (ia) immediately before and after such designation, no Default Holdings shall have occurred and be continuinggiven not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made such determination, (iib) at the time of such designation or redesignation, and immediately after giving pro forma effect thereto, no Default or Event of Default would exist, (c) in the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose case of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any a Restricted Subsidiary as an Unrestricted Subsidiary and after the Escrow Release Date giving effect thereto, (i) such Unrestricted Subsidiary so designated shall constitute an Investment not, directly, or indirectly, own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted by the Parent Borrower therein at provisions of Section 7.4, (d) in the date case of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute and after giving effect thereto, (i) the incurrence at the time of designation of any Investment, all outstanding Indebtedness or Liens of such Restricted Subsidiary existing at such time so designated shall be permitted within the applicable limitations of Section 7.1, and (ii) all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 7.2, (e) in the case of the designation of a return on Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at time after the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and at (f) in the time case of any subsequent redesignation the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall be zero. Notwithstanding not at any time after the foregoing, neither a Borrower nor any direct or indirect parent date of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14this Agreement have previously been designated as Restricted Subsidiary more than once.

Designation of Subsidiaries. The Parent Borrower Indemnitor may at any time after the Escrow Release Date designate any Indemnitor Group Restricted Subsidiary (other than as a Co-Borrower) an Indemnitor Group Unrestricted Subsidiary or any Indemnitor Group Unrestricted Subsidiary as a Indemnitor Group Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Credit Default shall have occurred and be continuingcontinuing or would result from such designation, (iib) at the time of such designation and immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Net Total Leverage Ratio would be Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of Holdings, is less than 3.75:1.00 3.00 to 1.00, and the Borrower shall have delivered to Indemnitee a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b) and (iiic) no Restricted Subsidiary may be designated as an a Indemnitor Group Unrestricted Subsidiary if it is (i) a “Restricted Subsidiaryrestricted subsidiary” or a “guarantor” (or any similar designation) for the purpose Senior Notes or any Material Indebtedness that is subordinated in right of payment to the ABL FacilityObligations, Permitted Ratio Debt(ii) Indemnitor or any other Subsidiary that holds, Incremental Equivalent Debtdirectly or indirectly, any Credit Agreement Refinancing Indebtedness Equity Interests in the Borrower or any Junior Financing, as applicable(iii) the Borrower. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Indemnitor Group Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower parent company of such Subsidiary therein under Section 3.04(u) at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrowersuch parent company’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Indemnitor Group Unrestricted Subsidiary as a Indemnitor Group Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an Investment by such Subsidiary in any Investments of such Subsidiary, in each case existing at such time time, and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Original Closing Date designate any Restricted Subsidiary (other than a Co-Borrower) of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis (if such covenant would so be in effect at the time end of such designation and after giving pro forma effect theretothe relevant Test Period), with the covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the Consolidated First Lien Net Leverage Ratio would covenant in Section 7.11 for the first Test Period cited in such Section shall be less than 3.75:1.00 and satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the ABL FacilitySecured High Yield Notes, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness Unsecured High Yield Notes or any Junior Financing, as applicableFinancing and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Original Closing Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value as determined in good faith by the Borrower of the Parent Borrower’s investment or its Subsidiary’s (as applicable) Investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value as determined in good faith by the Borrower at the date of such designation of the Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower Company may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) other than in the case of the designation of a Joint Venture in existence on the Closing Date that thereafter becomes a Subsidiary (an "EXCLUDED UNRESTRICTED SUBSIDIARY"), immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at the any time of after such designation and after giving pro forma effect theretoPerson becomes a Subsidiary, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iiie) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “"Restricted Subsidiary” " for the purpose of the ABL Facility, any Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicableSubordinated Indebtedness. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower applicable Restricted Companies therein at the date of designation in an amount equal to the Fair Market Value net book value (or, in the case of any guarantee or similar Investment, the amount) of the Parent Borrower’s investment Restricted Companies' Investments therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries If any Person becomes a Restricted Subsidiary on any date after the Escrow Release Date, the designation Closing Date (including by redesignation of any an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) Subsidiary), the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at Person outstanding on such time and (ii) a return date will be deemed to have been incurred by such Person on any Investment by such date for purposes of Section 7.03, but will not be considered the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date sale or issuance of such designation Equity Interests for purposes of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14Section 7.05.

Designation of Subsidiaries. The Parent Borrower Company may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) other than in the case of the designation of (x) a Joint Venture in existence on the Seventh Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (iib) at other than in the time case of such the designation and of an Excluded Unrestricted Subsidiary, immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Net Leverage Ratio would Company and its Restricted Subsidiaries shall be less than 3.75:1.00 in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.07 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iiic) no Restricted Subsidiary Borrower may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower applicable Restricted Companies therein at the date of designation in an amount equal to the Fair Market Value net book value (or, in the case of any guarantee or similar Investment, the amount) of the Parent Borrower’s investment Restricted Companies’ Investments therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries If any Person becomes a Restricted Subsidiary on any date after the Escrow Release Date, the designation Seventh Restatement Effective Date (including by redesignation of any an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) Subsidiary), the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at Person outstanding on such time and (ii) a return date will be deemed to have been incurred by such Person on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the such date for purposes of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14Section 7.03.

Designation of Subsidiaries. (a) The Parent Board of Directors of the Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) at the time of such designation and after giving pro forma effect theretono Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to any Group Member, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iiiii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for party to any agreement or contract with any Group Member, unless the purpose terms of such agreement are no less favorable to the ABL Facilityapplicable Group Member than those that might be obtained from an unaffiliated third-party, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall (v) no Subsidiary may be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than if such Subsidiary is a Person with respect to Subsidiaries which any Group Member has any direct or indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition, (vi) no Disregarded Domestic Subsidiary may be designated as an Unrestricted Subsidiaries on the Escrow Release DateSubsidiary, (vii) no Subsidiary may be designated an Unrestricted Subsidiary if after giving effect to such designation, the designation Consolidated Total Net Leverage Ratio for the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.1(a) or (b) would exceed 3.00 to 1.00 (with such compliance to be determined (x) disregarding the proceeds of any Unrestricted Subsidiary Indebtedness incurred as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation in calculating such leverage ratio (it being understood that, if applicable, the use of such proceeds shall be given pro forma effect in such calculation) and (y) as though such designation happened at the beginning of the Parent Borrower’s Investment applicable fiscal period) and (viii) no Unrestricted Subsidiary may engage in any transaction described in Section 7.8 (with respect to the prepayment of any Indebtedness) if the Borrower is prohibited from engaging in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14transaction.

Designation of Subsidiaries. The Parent Borrower Company may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) other than in the case of the designation of (x) a Joint Venture in existence on the Fifth Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (iib) at other than in the time case of such the designation and of an Excluded Unrestricted Subsidiary, immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Net Leverage Ratio would Company and its Restricted Subsidiaries shall be less than 3.75:1.00 in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iiic) no Restricted Subsidiary Borrower may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower applicable Restricted Companies therein at the date of designation in an amount equal to the Fair Market Value net book value (or, in the case of any guarantee or similar Investment, the amount) of the Parent Borrower’s investment Restricted Companies’ Investments therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries If any Person becomes a Restricted Subsidiary on any date after the Escrow Release Date, the designation Fifth Restatement Effective Date (including by redesignation of any an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) Subsidiary), the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at Person outstanding on such time and (ii) a return date will be deemed to have been incurred by such Person on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the such date for purposes of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14Section 7.03.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Effective Date designate any Restricted Subsidiary (other than a Co-Borrower) of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Net Leverage Ratio would Borrower shall be less than 3.75:1.00 in compliance, on a Pro Forma Basis, with the Financial Performance Covenant recomputed as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (regardless of whether such Financial Performance Covenant is applicable at such time) and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of other Indebtedness of Holdings or the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicableBorrower. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Effective Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrower’s or its Subsidiary’s (as applicable) investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither any Unrestricted Subsidiary that has been re-designated a Borrower nor any direct or indirect parent of a Borrower shall Restricted Subsidiary may not be permitted to be subsequently re-designated as an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Effective Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (ii) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Material Indebtedness and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if the value of ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, Priority Collateral held by such Subsidiaries so designated exceeds $30,000,000 in any Credit Agreement Refinancing Indebtedness given calendar year unless the Borrower shall have delivered an updated Borrowing Base Certificate giving pro forma effect to such designation on or any Junior Financing, as applicableprior to the date thereof. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Effective Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s or its Subsidiary’s (as applicable) investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) other than in the case of the designation of (x) a Joint Venture in existence on the Closing Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of an Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Borrower and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.09 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 5% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the aggregate Investments made by Restricted Companies in Unrestricted Subsidiaries would exceed the sum of (x) $50,000,000 plus (y) the aggregate amount of any cash repayment of or return on such Investments theretofore received by Restricted Companies after the Closing Date, in each case determined without regard to any Excluded Unrestricted Subsidiary at the any time of after such designation and after giving pro forma effect theretoPerson becomes a Subsidiary, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iiid) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, any Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicableSubordinated Indebtedness. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower applicable Restricted Companies therein at the date of designation in an amount equal to the Fair Market Value net book value (or, in the case of any guarantee or similar Investment, the amount) of the Parent Borrower’s investment Restricted Companies’ Investments therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries If any Person becomes a Restricted Subsidiary on any date after the Escrow Release Date, the designation Closing Date (including by redesignation of any an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) Subsidiary), the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at Person outstanding on such time and (ii) a return date will be deemed to have been incurred by such Person on any Investment by such date for purposes of Section 7.03, but will not be considered the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date sale or issuance of such designation Equity Interests for purposes of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14Section 7.05.

Designation of Subsidiaries. The Parent By action of its Board of Directors, the Borrower may at any time after the Escrow Release Closing Date designate any Restricted Subsidiary (other than a Co-Borrower) of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation on a pro forma basis, no Default or Event of Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving effect to such designation, the Borrower shall be in compliance, on a pro forma effect theretobasis, with the financial covenants set forth in Section 7.1 (it being understood that as a condition precedent to the effectiveness of any such designation, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if thereafter (x) it is a “Restricted Subsidiary” for the purpose of the ABL FacilitySecond Lien Loan Documents or any other Indebtedness of the Borrower or (y) the Borrower or any Restricted Subsidiary provides any guarantee or credit support of any kind, Permitted Ratio Debtincluding any undertaking, Incremental Equivalent Debtguarantee, indemnity, agreement or instrument that would constitute Indebtedness (other than pursuant to Section 7.2(l) and other than the pledge of Capital Stock of Unrestricted Subsidiaries) of any Indebtedness of such Unrestricted Subsidiary or is directly or indirectly liable on such Indebtedness, as a guarantor or otherwise or any Indebtedness of such Unrestricted Subsidiary contains a default that would permit, upon notice, lapse of time or both, any Credit Agreement Refinancing holder of any Indebtedness of Borrower or any Restricted Subsidiary to declare a default under such other Indebtedness or any Junior Financingcause the payment thereof to be accelerated or payable prior to its stated maturity, (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) no Subsidiary of an Unrestricted Subsidiary may be a Restricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the value of the assets of such Subsidiary as of such date of designation (the “Designation Date”), as applicable. The Parent Borrower shall be deemed to have designated set forth on such Subsidiary’s most recent balance sheet, plus (B) the entities comprising PDC and their Subsidiaries as aggregate value of assets of all Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.12 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary), plus (C) the amount of all Investments outstanding pursuant to Section 7.8(o), as of the Designation Date shall not exceed 5% of the Consolidated Total Assets as of the Designation Date on the Escrow Release Date, the a pro forma basis for such designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value net book value of the Parent Borrower’s or its Subsidiary’s (as applicable) investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. (a) The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) at no Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to any Group Member (other than usual and customary carve out matters in connection with a receivables or similar securitization for which the time Parent Borrower provides an unsecured guarantee with respect to fraud, misappropriation, breaches of such designation representations and after giving pro forma effect theretowarranties and misapplication for which no claim for payment or performance thereof has been made that would constitute a liability of the Parent Borrower in accordance with GAAP), the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted was previously designated an Unrestricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of ; provided that any Restricted Subsidiary designated as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal prior to the Fair Market Value or as of the Parent Borrower’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Unrestricted Subsidiary Amendment and Restatement Effective Date may be redesignated as a Restricted Subsidiary shall constitute (i) after the incurrence at the time of designation of any InvestmentAmendment and Restatement Effective Date and subsequently as an Unrestricted Subsidiary, Indebtedness or Liens of but no further redesignations with respect to such Subsidiary existing at such time and shall be permitted, (iiiv) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation no Subsidiary may be designated as an Unrestricted Subsidiary and at the time of if such Subsidiary is a Person with respect to which any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor Group Member has any direct or indirect parent obligation to make capital contributions or to maintain such Subsidiary’s financial condition, (v) after giving effect to such designation, the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1 for the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1, on a pro forma basis, giving effect to the respective designation (as well as all other designations of a Unrestricted Subsidiaries and Restricted Subsidiaries consummated during the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1), (vi) no Subsidiary may be designated an Unrestricted Subsidiary if, after giving effect to such designation, Unrestricted Subsidiaries have, in the aggregate, (x) at the last day of the Reference Period most recently ended, total assets equal to or greater than 7.5% of the Consolidated Total Assets of the Parent Borrower shall and its Subsidiaries at such date or (y) revenues during such Reference Period equal to or greater than 7.5% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP and (vii) no Borrower may be permitted to be designated as an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Total Net Leverage Ratio would shall not exceed the lesser of (a) 3.50 to 1:00 and (b) the then-applicable Total Net Leverage required to be less than 3.75:1.00 and maintained pursuant to Section 7.11, and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating compliance with this condition, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, any Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness Debt or any Junior FinancingPermitted Refinancing of any of the foregoing, as applicable, and (iv) at no time may any Unrestricted Subsidiary (x) own any IP Rights that are used in the operation of the businesses of the Borrower and its Restricted Subsidiaries or (y) as of the last day of the most recently ended Test Period, when taken together with all other Unrestricted Subsidiaries, (1) account for more than 1.0% of the revenue of the Borrower and its Subsidiaries on a consolidated basis for such period and/or (2) own assets representing more than 1.0% of the total assets of the Borrower and its Subsidiaries on a consolidated basis at the end of such period. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value (as determined in good faith by the Borrower) of the Parent Borrower’s investment thereinor its Subsidiary’s (as applicable) Investment therein (including the aggregate (undiscounted) principal amount of any Indebtedness owed by such Subsidiary to any Loan Party or Restricted Subsidiary immediately prior to such designation). Other than The Investment resulting from such designation must otherwise be in compliance with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the Section 7.02. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence by the Borrower at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value (as determined in good faith by the Borrower) at the date of such designation of the Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. (a) The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facilityhas Indebtedness with recourse to any Group Member, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall (iii) no Subsidiary may be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute if it was previously designated an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than with respect to Subsidiaries Unrestricted Subsidiary, (iv) no Subsidiary may be designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of if such Subsidiary is a Person with respect to which any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor Group Member has any direct or indirect parent obligation to make capital contributions or to maintain such Subsidiary’s financial condition, (v) after giving effect to such designation, the Borrower is in compliance with the financial covenants set forth in Section 7.1 for the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1, on a pro forma basis, giving effect to the respective designation (as well as all other designations of a Borrower shall Unrestricted Subsidiaries and Restricted Subsidiaries consummated during the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1) and (vi) no Subsidiary may be permitted to be designated an Unrestricted Subsidiary. As Subsidiary if, after giving effect to such designation, Unrestricted Subsidiaries have, in the aggregate, (x) at the last day of the Escrow Release DateReference Period most recently ended, total assets equal to or greater than 5.0% of the Unrestricted Consolidated Total Assets of the Borrower and its Subsidiaries are specified on Schedule 10.14at such date or (y) revenues during such Reference Period equal to or greater than 5.0% of the consolidated revenues of the Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP.

Designation of Subsidiaries. The Parent Borrower Company may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at the any time of after such designation and after giving pro forma effect theretoPerson becomes a Subsidiary, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iiie) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, any Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicableSubordinated Indebtedness. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower applicable Restricted Companies therein at the date of designation in an amount equal to the Fair Market Value net book value (or, in the case of any guarantee or similar Investment, the amount) of the Parent Borrower’s investment Restricted Companies’ Investments therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries If any Person becomes a Restricted Subsidiary on any date after the Escrow Release Date, the designation Restatement Effective Date (including by redesignation of any an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) Subsidiary), the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at Person outstanding on such time and (ii) a return date will be deemed to have been incurred by such Person on any Investment by such date for purposes of Section 7.03, but will not be considered the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date sale or issuance of such designation Equity Interests for purposes of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14Section 7.05.

Designation of Subsidiaries. The Parent board of directors of the Borrower may may, at any time from and after the Escrow Release Date Closing Date, designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 8.1 on a pro forma effect theretobasis, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary, (iv) if a Restricted Subsidiary is a “being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary” for , together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than the purpose greater of (A) $50,000,000 and (B) 1.0% of Consolidated Total Tangible Assets (but, notwithstanding the definition of Consolidated Total Tangible Assets, calculated inclusive of all Unrestricted Subsidiaries), as of the ABL Facilitylast day of the Reference Period then most recently ended and (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, Permitted Ratio Debtupon the effectiveness of such designation, Incremental Equivalent Debt, such Subsidiary is and would continue to be a restricted subsidiary under the terms of any Credit Agreement Refinancing Material Indebtedness of the Borrower or any Junior Financing, as applicableof its Restricted Subsidiaries. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower or the applicable Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrower’s or the applicable Restricted Subsidiary’s investment therein. Other than None of the Borrower or any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated upon the occurrence of a default with respect to Subsidiaries designated as any Indebtedness, Lien or other obligation of an Unrestricted Subsidiaries on the Escrow Release Date, the Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower or the applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s or such Restricted Subsidiary’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a (i) the Borrower shall not be permitted to be an Unrestricted Subsidiary. As of the Escrow Release DateSubsidiary and (ii) no Unrestricted Subsidiary shall own, the Unrestricted Subsidiaries are specified on Schedule 10.14or hold an exclusive license in, any Material Intellectual Property.

Designation of Subsidiaries. (a) The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) no Default or Event of Default shall exist immediately before and prior or immediately after giving effect to such designation, no Default ; (b) the Borrower shall have occurred and be continuing, (ii) at delivered to the time of Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation and after giving pro forma effect theretoon a Pro Forma Basis, the Consolidated First Lien Net Leverage Ratio Loan Parties would be less than 3.75:1.00 and in compliance with the financial covenants in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; (iiic) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “such Restricted Subsidiary” for Subsidiary or any of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the purpose release of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated Guarantee of the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than Obligations by such Subsidiary in connection with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted such Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of Subsidiary); (d) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time may not subsequently be re-designated as an Unrestricted Subsidiary; and (iie) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation no Restricted Subsidiary may be designated as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a unless concurrent with such designation such Restricted Subsidiary shall is designated as an “unrestricted subsidiary” (or otherwise not be zero. Notwithstanding subject to the foregoing, neither a Borrower nor covenants) under any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14Indebtedness.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Closing Date designate any Restricted Subsidiary of the Parent Borrower (other than a Co-excluding any Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) at other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the time establishment of such designation and a Qualified Securitization Financing, immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Net Leverage Ratio would Parent Borrower shall be less than 3.75:1.00 and in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, the Parent Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the ABL FacilitySenior Notes, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness 2020 Notes or any Junior Financing, as applicableFinancing and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value as determined in good faith by the Parent Borrower of the Parent Borrower’s investment or its Subsidiary’s (as applicable) Investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value as determined in good faith by the Parent Borrower at the date of such designation of the Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Date Effective Date, designate (or subsequently re-designate) any Restricted Subsidiary as an Unrestricted Subsidiary (other than any Subsidiary that owns, directly or indirectly, any Equity Interests of, or holds a Co-Borrower) Lien on, any Loan Party or any Restricted Subsidiary that is not being designated as an Unrestricted Subsidiary Subsidiary) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designationdesignation on a pro forma basis, (i) no Event of Default shall have occurred and be continuing, continuing or would result therefrom and (ii) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Total Net Cash Leverage Ratio would be less than 3.75:1.00 not exceed (x) during the Suspension Period, 4.00:1.00, and (iiiy) after the Suspension Period has ended, 7.00:1.00; provided further that to the extent that any Restricted Subsidiary owns, or holds exclusive licenses or rights to, any intellectual property that is material to the business and operations of the Borrower and the Restricted Subsidiaries (taken as a whole), no such Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it Subsidiary. No Loan Party or any of its Restricted Subsidiaries shall transfer any ownership right, or exclusive license or right to, any intellectual property that is a “Restricted Subsidiary” for material to the purpose business and operations of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, Borrower and the Restricted Subsidiaries (taken as a whole) to any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicableUnrestricted Subsidiary. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Effective Date shall constitute an Investment by the Parent Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s or the applicable Restricted Subsidiary’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and time, (iiy) a return Return on any Investment by the Parent Borrower or its applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s or its Subsidiary’s Investment in such Subsidiary. The amount , and (z) the formation or acquisition of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent for purposes of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14Section 5.11.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Closing Date designate (or re-designate) any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation (or re-designation), no Event of Default shall have occurred and be continuing, (ii) at the time of immediately after such designation and after giving pro forma effect thereto(or redesignation), the Consolidated First Lien Net Leverage Ratio would Borrower shall be less than 3.75:1.00 and in compliance on a Pro Forma Basis with the financial covenants in Section 7.10 as of the last day of the most recently ended Test Period on or prior to the date of determination, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, any Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness Equivalent Debt or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated and (iv) the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, Investment resulting from the designation of any Restricted such Subsidiary as an Unrestricted Subsidiary after as described in the Escrow Release Date immediately succeeding sentence is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value as determined by the Borrower in good faith of the Parent Borrower’s investment or a Subsidiary’s (as applicable) Investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower or the applicable Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value as determined by the Borrower in good faith at the date of such designation of the Parent Borrower’s or a Subsidiary’s (as applicable) Investment in such Subsidiary. The amount Unrestricted Subsidiaries will not be subject to the provisions of this Agreement, and the Parent Borrower’s Investment results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of calculating any financial metric contained in this Agreement except to the entities constituting PDC at extent of distributions received therefrom. No Subsidiary may be designated by the time of designation Borrower as an Unrestricted Subsidiary if it owns any intellectual property that is material to the business of the Borrower and at the time of any subsequent redesignation Restricted Subsidiaries taken as a Restricted Subsidiary shall be zero. Notwithstanding whole (as determined by the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14in good faith).

Designation of Subsidiaries. The Parent Lead Borrower (or, in the case of any Subsidiary of Holdings that is not a Subsidiary of the Lead Borrower, Holdings) may at any time after the Escrow Release Closing Date designate (or subsequently re-designate) any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after giving effect to such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing, (iib) at no Subsidiary shall be an Unrestricted Subsidiary unless it is also an “Unrestricted Subsidiary” for purposes of the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 Credit Agreement and the Notes Documents, (iiic) no Restricted Subsidiary may shall be designated as an Unrestricted Subsidiary if it such Subsidiary owns Intellectual Property that is a “Restricted Subsidiary” for material to the purpose business of the ABL FacilityLead Borrower and its Restricted Subsidiaries (taken as a whole) and (d) to the extent such designation of a Loan Party as an Unrestricted Subsidiary results in a decrease to the Aggregate Borrowing Base in excess of 10%, Permitted Ratio Debtthe Lead Borrower shall have delivered to the Administrative Agent a Borrowing Base Certificate, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicablerecomputing the Aggregate Borrowing Base on a pro forma basis after giving effect to such designation. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower each relevant Group Member therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrowernet assets of such Subsidiary attributable to each relevant Group Member’s investment thereinequity Investment therein as determined by the Lead Borrower in good faith. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (as applicable), (ii) a return on any Investment by the Parent Borrower each relevant Group Member in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at as of the date of such designation of the Parent Borrowernet assets of such Subsidiary attributable to each relevant Group Member’s equity Investment in such Subsidiary. The amount of Subsidiary as determined by the Parent Borrower’s Investment Lead Borrower in good faith and (iii) the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct formation or indirect parent acquisition of a Borrower shall be permitted to be an Unrestricted Subsidiary. As Group Member for purposes of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14Section 5.11.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary upon prior written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 6.12 and 6.13 as at the time date of the last ended Test Period (it being understood that as a condition precedent to the effectiveness of any such designation and after giving pro forma effect theretodesignation, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or any other defined term having a similar purpose) for the purpose of the ABL Facilityany Subordinated Debt Documents (unless concurrently designated as an Unrestricted Subsidiary under such documents as well), Permitted Ratio Debt(iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, Incremental Equivalent Debt(v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it owns any Equity Interests of, or holds any Indebtedness of, any Credit Agreement Refinancing Indebtedness or any Junior Financingother Restricted Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the net tangible assets of such Subsidiary as of such date of designation (the “Designation Date”), as applicable. The Parent Borrower shall be deemed to have designated set forth on such Subsidiary’s most recent balance sheet, plus (B) the entities comprising PDC and their Subsidiaries as aggregate amount of net tangible assets of all Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on pursuant to this Section 5.17 prior to the Escrow Release Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed (i) 5.0% of Consolidated Net Tangible Assets at such date or (ii) 5.0% of Consolidated EBITDA for the period of four Fiscal Quarters most recently ended for which financial statements have been or are required to have been delivered pursuant to Sections 4.01(h), 5.01(a) or 5.01(b), as applicable, as of such Designation Date, in each case, pro forma for such designation, and (vii) the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower on behalf of the Borrower certifying compliance with the provisions of this Section 5.17 setting forth in reasonable detail the computations necessary to determine such compliance. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Effective Date shall constitute an Investment by the Parent Borrower and its Restricted Subsidiaries, as applicable, therein at the date of designation Designation Date in an amount equal to the Fair Market Value net book value of the Parent Borrower’s applicable parties’ investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investmentall Investments, Indebtedness or and Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. The amount On or promptly after the date of the Parent Borrower’s Investment in the entities constituting PDC at the time of its formation, acquisition, designation or re-designation, as applicable, each Unrestricted Subsidiary (other than an Unrestricted Subsidiary and at that is a Non-U.S. Subsidiary) shall have entered into a tax sharing agreement containing terms that, in the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As reasonable judgment of the Escrow Release DateAdministrative Agent, the Unrestricted Subsidiaries are specified on Schedule 10.14provide for an appropriate allocation of tax liabilities and benefits.

Designation of Subsidiaries. The Parent board of directors (or equivalent governing body) or any committee thereof of the Borrower may at any time after the Escrow Release Date shall only designate any Restricted or redesignate a Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that Subsidiary after the Amendment No. 2 Effective Date by written notice from the Borrower to the Administrative Agent if such designation or redesignation is in compliance with the following applicable conditions (subject to Section 1.04(a)): (i) immediately before and after such designationdesignation (or redesignation), (x) no Event of Default shall have occurred and be continuingcontinuing or shall exist after giving effect to such designation (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), and (y) the Borrower shall be in compliance with Section 7.11 on a Pro Forma Basis, (ii) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated (or redesignated) as an Unrestricted Subsidiary if if, after such designation (or redesignation), it is would be a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, any Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, (iii) the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the Fair Market Value portion of the Parent fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s investment therein. Other than with respect (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to Subsidiaries the extent such Investment is permitted under Section 7.06), (iv) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries on (unless the Escrow Release DateBorrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 7.01 and 7.02), (v) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence or making, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Liens Lien of such Restricted Subsidiary, as applicable; provided that upon a redesignation of any Unrestricted Subsidiary existing at such time and (ii) as a return on any Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment by in the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Fair Market Value at the date of such designation of the Parent Borrower’s Investment “Investment” in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC Restricted Subsidiary at the time of designation as an Unrestricted such redesignation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary and attributable to the Borrower’s equity therein at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding such redesignation, and (vi) the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted have delivered to be the Administrative Agent an Unrestricted Subsidiary. As officer’s certificate executed by a Responsible Officer of the Escrow Release DateBorrower, certifying compliance with the Unrestricted Subsidiaries are specified on Schedule 10.14applicable requirements of the preceding clauses (i) through (v) of this Section 6.15.

Designation of Subsidiaries. The Parent Borrower Nxxxxxx (with the consent of the Company) may at any time after the Escrow Release Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Net Leverage Ratio would Covenant Parties shall be less than 3.75:1.00 and in compliance, on a Pro Forma Basis, with the covenant set forth in Section 7.11, (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Senior Subordinated Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness the Senior Unsecured Debt or any Junior Financing, as applicable. The Parent Borrower shall , (v) no Restricted Subsidiary may be deemed to have designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the entities comprising PDC and their Subsidiaries sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on pursuant to this Section 6.14 prior to the Escrow Release Date, Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower Covenant Parties therein at the date of designation in an amount equal to the Fair Market Value net book value of the Parent Borrower’s Covenant Parties’ (as applicable) investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s Covenant Parties’ (as applicable) Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower Payor may at any time after other than during the Escrow Release Date Relief Period designate any Payor Group Restricted Subsidiary (other than as a Co-Borrower) an Payor Group Unrestricted Subsidiary or any Payor Group Unrestricted Subsidiary as a Payor Group Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Credit Default shall have occurred and be continuingcontinuing or would result from such designation, (iib) at the time of such designation and immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Net Total Leverage Ratio would be Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of Holdings, is less than 3.75:1.00 3.25 to 1.00, and the Swiss Borrower shall have delivered to Payee a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b) and (iiic) no Restricted Subsidiary may be designated as an a Payor Group Unrestricted Subsidiary if it is (i) a “Restricted Subsidiaryrestricted subsidiary” or a “guarantor” (or any similar designation) for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness Senior Subordinated Notes or any Junior Financing, as applicableMaterial Indebtedness that is subordinated in right of payment to the Obligations or (ii) an Intermediate Holdco or a Borrower. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an a Payor Group Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower parent company of such Subsidiary therein under Section 3.04(u) at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrowersuch parent company’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Payor Group Unrestricted Subsidiary as a Payor Group Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an Investment by such Subsidiary in any Investments of such Subsidiary, in each case existing at such time time, and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent any Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower FNIS may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) other than in the case of the designation of (x) a Joint Venture in existence on the Amendment No. 1 Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (ii) at other than in the time case of such the designation and of a Excluded Unrestricted Subsidiary, immediately after giving pro forma effect theretoto such designation, FNIS and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, FNIS shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) neither the Borrower nor any borrower under the FNIS Credit Agreement may be designated as an Unrestricted Subsidiary, (iv) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (1) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (2) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (v) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, any Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicableSubordinated Indebtedness. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower applicable Restricted Companies therein at the date of designation in an amount equal to the Fair Market Value net book value (or, in the case of any guarantee or similar Investment, the amount) of the Parent Borrower’s investment Restricted Companies’ Investments therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries If any Person becomes a Restricted Subsidiary on any date after the Escrow Release Date, the designation Amendment No. 1 Effective Date (including by redesignation of any an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) Subsidiary), the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at Person outstanding on such time and (ii) a return date will be deemed to have been incurred by such Person on any Investment by such date for purposes of Section 7.3, but will not be considered the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date sale or issuance of such designation Equity Interests for purposes of the Parent Borrower’s Investment in such SubsidiarySection 7.5. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zeroXXXXX X XX XXXXXXXXX XX. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.0

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Restatement Effective Date designate any Restricted Subsidiary (other than a Co-Borrowerthe Borrower or any Intermediate Parent) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing, (iib) at the time of such designation and immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Net Leverage Ratio would Borrower shall be less than 3.75:1.00 and in compliance, on a Pro Forma Basis, with the Financial Performance Covenants recomputed as of the last day of the most recent Test Period for which financial statements are available, (iiic) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Indebtedness of Holdings or the ABL FacilityBorrower and (d) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, Permitted Ratio Debtthe sum of (A) the fair market value of assets of such Restricted Subsidiary as of such date of designation (the “Designation Date”), Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, plus (B) the aggregate fair market value of assets of all Unrestricted Subsidiaries (in each case measured as applicableof the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5.0% of the Consolidated Total Assets of the Borrower and its Subsidiaries as of such Designation Date pro forma for such designation. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Restatement Effective Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrower’s or its Subsidiary’s (as applicable) investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither any Unrestricted Subsidiary that has been re-designated a Borrower nor any direct or indirect parent of a Borrower shall Restricted Subsidiary may not be permitted to be subsequently re-designated as an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The board of directors (or similar governing body) of the Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) at immediatelyas of the end of or for any such most recent period of four consecutive Fiscal Quarters, after giving effect to such designation, the Total Adjusted Net Leverage Ratio shall not exceed the Applicable Total Adjusted Net Leverage Ratio with respect to the Fiscal Quarter of the Parent most recently ended as of the time of such designation and after giving on a pro forma effect basis (and each other designation of an Unrestricted Subsidiary prior thereto), the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 consolidated total assets of all Unrestricted Subsidiaries shall not exceed 5% of the consolidated total assets of the Parent and the Restricted Subsidiaries, (iiic) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any HFOTCO Credit Agreement Refinancing Indebtedness Documents or any Junior Financingother Indebtedness, as applicable. The Parent Borrower shall (d) no Restricted Subsidiary may be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as an Unrestricted Subsidiaries on Subsidiary if it was previously designated an Unrestricted Subsidiary, (e) the Escrow Release DateObligor may not be designated as an Unrestricted Subsidiary, (f) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary, or any of its Subsidiaries, has incurred, created, assumed or become liable for any Indebtedness pursuant to which any holder thereof has recourse to any of the assets of the Parent or any Restricted Subsidiary, and no Unrestricted Subsidiary may, at any time, incur, create, assume or be liable for any Indebtedness pursuant to which any holder thereof has recourse to any of the assets of the Parent or any Restricted Subsidiary, (g) the Parent and the Obligor shall deliver to Administrative Agent at least five Business Days prior to such designation a certificate of xxx Responsible Officer of the Obligor, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (a) through (f) of this Section 5.17 and, if applicable, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary” and (h) at least five Business Days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Bondholders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act, with respect to such Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent’s Investment therein; provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Parent shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of Investments of the Parent Borrower’s investment therein. Other than and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the fair market value of Investments of the Parent and the Restricted Subsidiaries made in connection with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of such Subsidiary as an Unrestricted Subsidiary minus (ii) the portion (proportionate to the Parent’s and the Restricted Subsidiaries’ Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14time.

Designation of Subsidiaries. The Parent board of directors (or equivalent governing body) of any Borrower may at any time after the Escrow Release Date designate (or redesignate) any Restricted Subsidiary subsidiary (other than a Co-Borrowerany Closing Date Guarantor) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on, the applicable Subsidiary or Unrestricted Subsidiary), (ii) at the time of such designation immediately before and after giving pro forma effect theretosuch designation, the Consolidated First Lien Net Leverage Ratio would Borrowers shall be less than 3.75:1.00 and in compliance with Section 6.16 calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to or on the date of the relevant designation, (iii) no Restricted Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if (x) it is a “Restricted Subsidiary” (or any other term having a similar meaning) for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent any Additional Debt, any Credit Agreement Refinancing Indebtedness Incremental Equivalent Debt or any Junior Financingother Indebtedness in excess of the Threshold Amount or (y) such subsidiary was previously an Unrestricted Subsidiary, (iv) as applicable. The Parent of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Borrower or its Subsidiaries or hold any Indebtedness of, or any Lien on any property of any Borrower or its Subsidiaries and (v) no holder of any Indebtedness of any Unrestricted Subsidiary shall be deemed have any recourse to have designated the entities comprising PDC and their any Borrower or its Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the such Indebtedness. The designation of any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent applicable Borrower therein at the date of designation in an amount equal to the Fair Market Value portion of the Parent fair market value of the net assets of such Subsidiary attributable to such Borrower’s investment thereinequity interest therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.03). Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary 121 shall constitute (i) the incurrence or making at the time of designation of any InvestmentInvestments, Indebtedness or Liens of such Subsidiary existing at such time and (ii) time; provided that upon a return on any re-designation of such Unrestricted Subsidiary as a Subsidiary, the applicable Borrower shall be deemed to continue to have an Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence a Subsidiary in an amount (if positive) equal to the Fair Market Value at the date of (a) such designation of the Parent Borrower’s Investment “Investment” in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC Subsidiary at the time of designation as an Unrestricted such re-designation, less (b) the portion of the fair market value of the net assets of such Subsidiary and attributable to such Borrower’s equity therein at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14such re-designation.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Effective Date designate any Restricted Subsidiary (other than a Co-Borrower) of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Net Leverage Ratio would Borrower shall be less than 3.75:1.00 in compliance, on a Pro Forma Basis, with the Financial Covenant Level recomputed as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of other Indebtedness of Holdings or the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicableBorrower. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Effective Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrower’s or its Subsidiary’s (as applicable) investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither any Unrestricted Subsidiary that has been re-designated a Borrower nor any direct or indirect parent of a Borrower shall Restricted Subsidiary may not be permitted to be subsequently re-designated as an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may (a) At the Borrower’s election, at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED BY STATION CASINOS, LLC WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. THIS INFORMATION HAS BEEN DENOTED BY ASTERISKS [***]. Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Net Leverage Ratio would Borrower and the Restricted Subsidiaries shall be less than 3.75:1.00 and in Pro Forma Compliance with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) the Investment resulting from the designation of any such Subsidiary as an Unrestricted Subsidiary pursuant to this Section 6.14(a) is permitted by Section 7.02, (iv) any Indebtedness or Liens of any Unrestricted Subsidiary designated as a Restricted Subsidiary pursuant to this Section 6.14(a) are permitted by Sections 7.03 and 7.01, respectively, (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is was previously designated an Unrestricted Subsidiary, (vi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it owns a “Core Property, (vii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if (after giving effect to such designation) it will provide any Guarantee of any Indebtedness of the Borrower or any other Restricted Subsidiary” for , (viii) neither LandCo Holdings nor any of its Subsidiaries may be designated as a Restricted Subsidiary unless and until all commitments and letters of credit under the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any LandCo Credit Agreement Refinancing Indebtedness or and related loan documents have been terminated and all loans and other obligations thereunder (other than customary indemnification and expense reimbursement obligations not then due and payable that expressly survive the termination thereof) have been paid in full in cash, (ix) neither OpCo Holdings nor any Junior Financingof its Subsidiaries may be designated as a Restricted Subsidiary unless and until all commitments and letters of credit under the OpCo Credit Agreement and related loan documents have been terminated and all loans and other obligations thereunder (other than customary indemnification and expense reimbursement obligations not then due and payable that expressly survive the termination thereof) have been paid in full in cash, (x) no GVR Entity may be designated as applicablea Restricted Subsidiary unless and until all commitments and letters of credit under the GVR Credit Agreement and related loan documents have been terminated and all loans and other obligations thereunder (other than customary indemnification and expense reimbursement obligations not then due and payable that expressly survive the termination thereof) have been paid in full in cash and (xi) after the IP Holdco Transition Date, IP Holdco may not be designated as an Unrestricted Subsidiary. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after (other than any Subsidiary created or acquired in connection with a Permitted Acquisition and designated as an Unrestricted Subsidiary at the Escrow Release Date time of such Permitted Acquisition) shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than with respect to Subsidiaries net assets of such Subsidiary at the time that such Subsidiary is designated as an Unrestricted Subsidiaries on the Escrow Release Date, the Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14time.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Net Leverage Ratio would Borrower shall be less than 3.75:1.00 and in compliance, on a Pro Forma Basis, with the covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended) if then in effect, and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness for borrowed money permitted under Section 7.03 with an aggregate outstanding principal amount in excess of $100,000,000 or any Junior Financing, as applicableFinancing and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrower’s investment or its Subsidiary’s (as applicable) Investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries such Subsidiary pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. (a) The Parent Borrower may at any time after the Escrow Release Date designate any (x) Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary or (y) Subsidiary or other Person as to which the Parent Borrower or any Restricted Subsidiary is party to a joint venture agreement as a Permitted Joint Venture; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) at the time of such designation and after giving pro forma effect theretono Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to any Group Member, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted was previously designated an Unrestricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall (iv) no Subsidiary may be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary if such Subsidiary is a Person with respect to which any Group Member has any direct or indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition, (v) after the Escrow Release Date shall constitute an Investment by giving effect to such designation, the Parent Borrower therein is in compliance with the financial covenants set forth in Section 7.1 for the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1, on a pro forma basis, giving effect to the respective designation (as well as all other designations of Unrestricted Subsidiaries or Permitted Joint Ventures and Restricted Subsidiaries consummated during the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1), (vi) no Subsidiary may be designated an Unrestricted Subsidiary if, after giving effect to such designation, Unrestricted Subsidiaries have, in the aggregate, (x) at the last day of the Reference Period most recently ended, total assets equal to or greater than 10.0% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date of designation in an amount or (y) revenues during such Reference Period equal to or greater than 10.0% of the Fair Market Value consolidated revenues of the Parent Borrower’s investment therein. Other than Borrower and its Subsidiaries for such period, in each case determined in accordance with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time GAAP and (iivii) a return on any Investment by the Parent no Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation may be designated as an Unrestricted Subsidiary and at the time of any subsequent redesignation as or a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14Permitted Joint Venture.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Effective Date designate (or subsequently re-designate) any Restricted Subsidiary as an Unrestricted Subsidiary (other than any Subsidiary that owns, directly or indirectly, any Equity Interests of, or holds a Co-Borrower) Lien on, any Loan Party or any Restricted Subsidiary that is not being designated as an Unrestricted Subsidiary Subsidiary) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designationdesignation on a pro forma basis, (i) no Event of Default shall have occurred and be continuing, continuing or would result therefrom and (ii) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Total Net Cash Leverage Ratio would be less than 3.75:1.00 not exceed 7.00:1.00; provided further that to the extent that any Restricted Subsidiary owns, or holds exclusive licenses or rights to, any intellectual property that is material to the business and operations of the Borrower and the Restricted Subsidiaries (iii) taken as a whole), no such Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it Subsidiary. No Loan Party or any of its Restricted Subsidiaries shall transfer any ownership right, or exclusive license or right to, any intellectual property that is a “Restricted Subsidiary” for material to the purpose business and operations of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, Borrower and the Restricted Subsidiaries (taken as a whole) to any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicableUnrestricted Subsidiary. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Effective Date shall constitute an Investment by the Parent Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s or the applicable Restricted Subsidiary’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and time, (iiy) a return Return on any Investment by the Parent Borrower or its applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s or its Subsidiary’s Investment in such Subsidiary. The amount , and (z) the formation or acquisition of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent for purposes of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14Section 5.11.

Designation of Subsidiaries. The Parent Borrower may may, at any time from and after the Escrow Release Date Closing Date, designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Net Borrower shall be in compliance, on a Pro Forma Basis, with a Total Leverage Ratio would be less than 3.75:1.00 not to exceed 2.75:1.00 (and as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no if a Restricted Subsidiary may be is being designated as an Unrestricted Subsidiary if it is hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% of the Borrower’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Borrower, for the period of four (4) consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01 and (iv) each Subsidiary designated as a “Restricted Subsidiaryrestricted subsidiary” for the purpose of under the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, Facility shall be designated as applicablea Restricted Subsidiary hereunder. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower applicable Loan Party therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrowerapplicable Loan Party’s investment thereintherein (as determined in good faith by the Borrower). Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrowersuch Loan Party’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a the Borrower shall not be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Permitted NotesIncremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Closing Date designate any Restricted Subsidiary (other than a Co-the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, continuing and (ii) at in the time case of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, the Borrower could incur $1.00 of unsecured Ratio Debt both prior to and after giving pro forma effect to such designation and the pro forma adjustments described in Section 1.03. The designation of any Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrower’s investment Investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) time. Upon a return on any Investment by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Parent Borrower in Unrestricted Subsidiaries pursuant shall be deemed to the preceding sentence continue to have a permanent “Investment” in an amount Unrestricted Subsidiary equal to an amount (if positive) equal to (1) the Fair Market Value at the date of such designation of the Parent Borrower’s Investment “Investment” in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC Subsidiary at the time of designation as an Unrestricted such redesignation, less (2) the portion (proportionate to the Borrower’s Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary and at the time of such redesignation; and any subsequent redesignation as a Restricted property transferred to or from an Unrestricted Subsidiary shall be zerovalued at its fair market value at the time of such transfer, in each case as determined in good faith by the Borrower. Notwithstanding the foregoing, neither no Unrestricted Subsidiary that has been designated as a Borrower nor any direct or indirect parent of a Borrower shall Restricted Subsidiary may again be permitted to be designated as an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower (a) Holdings may at any time after the Escrow Release Date designate any Restricted Subsidiary of Holdings (other than a Co-the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, designation (x) no Default or Event of Default shall have occurred and be continuing, (iiy) at the time of such designation and immediately after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Ratio would Excess Availability shall be not less than 3.75:1.00 $0 and (iiiz) the Payment Conditions are satisfied on a Pro Forma Basis, (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facilityany Senior Notes Documents, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness Term Loan Documents or any Junior Financing, (iii) no Subsidiary may be designated as applicable. The Parent an Unrestricted Subsidiary if such Subsidiary or any of its Subsidiaries owns any Broadcast Licenses, Broadcast Stations or material intellectual property or other material property or assets necessary at such time to the operation of the business of the Loan Parties, (iv) no Unrestricted Subsidiary may own Equity Interests, or hold any Indebtedness, of Holdings, the Borrower or any Restricted Subsidiary and (v) to the extent any such Restricted Subsidiary so designated owns assets which contribute more than 5.0% of the aggregate Borrowing Base, the Borrower shall be deemed deliver to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect Administrative Agent an updated Borrowing Base Certificate giving pro forma effect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of such Restricted Subsidiary as an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower Holdings therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent BorrowerHoldings’ or its Subsidiary’s investment (as applicable) Investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent BorrowerHoldings’ or its Subsidiary’s (as applicable) Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may may, at any time from and after the Escrow Release Date Closing Date, designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving effect to such designation, Parent shall be in compliance with the covenant set forth in Section 7.10 on a pro forma effect theretobasis in accordance with Section 1.03(c) (and as a condition precedent to the effectiveness of any such designation, Parent shall deliver to the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iii) no if a Restricted Subsidiary may be is being designated as an Unrestricted Subsidiary if it is a “hereunder, such Restricted Subsidiary” , together with all other Unrestricted Subsidiaries as of such date of designation (the “Designation Date”), must not have contributed greater than 10% of Parent’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of Parent, for the purpose period of the ABL Facilityfour consecutive fiscal quarters then ended, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicablefor which financial statements have been delivered pursuant to Section 6.01. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower applicable Loan Party therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrowerapplicable Loan Party’s investment thereintherein (as determined in good faith by Parent). Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrowersuch Loan Party’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a no Borrower nor any direct or indirect parent company of a any Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Lead Borrower may at any time after the Escrow Release Closing Date designate any Restricted Subsidiary of the Lead Borrower (other than a the Co-Borrower) Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, (i) the Lead Borrower could incur $1.00 of Permitted Ratio Debt or (ii) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio would be no less than 3.75:1.00 and the Fixed Charge Coverage Ratio immediately prior to giving effect to such designation, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL FacilitySenior Notes, Permitted Ratio Debtany Junior Financing, any Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness Equivalent Debt, any Permitted Ratio Debt or any Junior Financing, as applicablePermitted Refinancing of any of the foregoing and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Lead Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Lead Borrower’s (as applicable) investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return Return on any Investment by the Parent Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s (as applicable) Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent board of directors of the Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at or prior to the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower and its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenant set forth in Section 7.10, if the Borrower is at the time of such designation and after giving pro forma effect theretorequired to comply with Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Consolidated First Lien Net Leverage Ratio would Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, if required), (c) notwithstanding anything else in this Section 6.15 to the contrary, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be less than 3.75:1.00 subsequently re-designated as an Unrestricted Subsidiary and (iiid) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by Borrower or the Parent Borrower relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Person’s (as applicable) investment therein and the Parent Borrower’s investment thereinInvestment resulting from such designation must otherwise be in compliance with Section 7.02. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiarytime. As of the Escrow Release Datedate hereof, the any Unrestricted Subsidiaries of the Borrower are specified on set forth in Schedule 10.146.15.

Designation of Subsidiaries. (a) The Parent Borrower board of directors of Holdings may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Holdings or the Borrower) as an Unrestricted Subsidiary or any Unrestricted (it being understood that no Restricted Subsidiary may be designated as a Restricted Dormant Subsidiary); provided that (i) immediately before and after giving effect to such designation, designation no Default or Event of Default shall have occurred and be continuing, continuing or would result therefrom; (ii) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Ratio would Subsidiary shall be less than 3.75:1.00 and a Non-Recourse Subsidiary; (iii) no Restricted Subsidiary that was previously designated as an Unrestricted Subsidiary may be subsequently re-designated as an Unrestricted Subsidiary; (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after the effective date of such designation, it is remains or becomes a “Restricted Subsidiaryrestricted subsidiary” or guarantor for the purpose of any Unsecured Financing; (v) immediately after giving effect to such designation, Holdings and its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the ABL Facilitycovenants set forth in Section 7.10; (vi) with respect to the designation of any Unrestricted Subsidiary that will constitute a Prepayment Unrestricted Subsidiary, Permitted (A) immediately after giving effect to such designation, the Total Leverage Ratio Debtof Holdings and its Restricted Subsidiaries on a Pro Forma Basis shall be lower than the Total Leverage Ratio in effect immediately prior to giving effect to such designation, Incremental Equivalent Debt(B) immediately after giving effect to such designation, Holdings and its Restricted Subsidiaries shall be in compliance with Section 7.02(q) and (C) such Prepayment Unrestricted Subsidiary shall be designated solely in contemplation of a Disposition of the property or assets of, or an incurrence or issuance of Indebtedness by, such Prepayment Unrestricted Subsidiary and promptly, but in no event later than 30 days, after the effective date of the designation of each Prepayment Unrestricted Subsidiary, the Borrower shall make a prepayment of the Loans from the Net Cash Proceeds resulting from such Disposition or Indebtedness in accordance with Section 2.05(b); (vii) with respect to the designation of any Credit Agreement Refinancing Indebtedness Unrestricted Subsidiary that will constitute a Non-Prepayment Unrestricted Subsidiary, after giving effect to such designation, all Investments made by Holdings and its Restricted Subsidiaries in Non-Prepayment Unrestricted Subsidiaries, taken together, shall not exceed the amount permitted under Section 7.02(l); and (viii) immediately before and after giving effect to such designation, the total assets (excluding cash or Cash Equivalents to the extent received as an Investment from Holdings or any Junior Financingof its Restricted Subsidiaries permitted under Section 7.02(l)) and total revenues of all Unrestricted Subsidiaries, taken together, shall not exceed 7.5% of the Borrower’s consolidated total assets or consolidated total revenues, respectively. For purposes of clause (vi)(B) above, the designation of a Restricted Subsidiary as applicable. The Parent Borrower a Prepayment Unrestricted Subsidiary (it being understood that no Restricted Subsidiary may be designated as a Dormant Subsidiary) shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute be an Investment by the Parent Borrower therein at the date of designation Holdings and each applicable Restricted Subsidiary (as applicable) in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation total assets of any such Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14designation.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Closing Date designate (or redesignate) any Restricted Subsidiary (other than a Co-Borrower) subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuingcontinuing (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (ii) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Total Leverage Ratio would be less than 3.75:1.00 and does not exceed 4.00:1.00 calculated on a Pro Forma Basis, (iii) no Restricted Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose purposes of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or and (iv) as of the date of designation thereof, no Unrestricted Subsidiary shall own any Junior Financing, as applicableCapital Stock in any Restricted Subsidiary of the Borrower. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value portion of the Parent fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s investment thereinequity interest therein (whether direct or indirect) as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting as applicable, at the time of designation of any then-existing Investment, Indebtedness or Liens Lien of such Restricted Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary existing at such time and (ii) as a return on any Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment by in the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Fair Market Value Borrower’s “Investment” in such subsidiary as calculated at the date time re-designated as a Restricted Subsidiary, less (b) the portion of the fair market value of the net assets of such designation of Restricted Subsidiary attributable to the Parent Borrower’s Investment in such Subsidiary. The amount of equity therein (whether direct or indirect) as reasonably estimated by the Parent Borrower’s Investment in the entities constituting PDC Borrower at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14such re-designation.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent DebtPermitted Notes, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may at any from time to time after the Escrow Release Date Closing Date, pursuant to a determination by its board of directors, designate any Restricted Subsidiary (other than a Co-Borrower) of its Subsidiaries as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (ii) each Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of such designation and after giving pro forma effect theretodoes not thereafter create incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the Consolidated First Lien Net Leverage Ratio lender thereof has recourse to any of the assets of the Borrower, any Guarantor or any Restricted Subsidiary, (iii) the fair market value of any such Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries would be less than 3.75:1.00 permitted as an Investment under Section 6.02(a), (iv) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary will constitute the incurrence at the time of designation of all Indebtedness and Liens of such Subsidiary existing at the time of such designation, (iiiv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryrestricted subsidiary” (or a term having a similar effect) for the purpose purposes of any other Material Indebtedness of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, Borrower and its Subsidiaries; and (vi) any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries Subsidiary that has been designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary after without the Escrow Release Date shall constitute an Investment prior consent of the Administrative Agent. Any such designation by the Parent Borrower therein at the date Board of designation in an amount equal Directors shall be evidenced to the Fair Market Value Administrative Agent by promptly delivering to the Administrative Agent a copy of the Parent resolution of the Borrower’s investment therein. Other than with respect board of directors giving effect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation and a certificate signed by a Responsible Officer of the Parent Borrower’s Investment in Borrower certifying that such Subsidiary. The amount of designation complied with the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14foregoing provisions.

Designation of Subsidiaries. The Parent Any Subsidiary of Borrower formed or acquired after the Closing Date at the option of the Borrower may at any time after be designated by the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) Borrower to Agent as being an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiaryby written notice from Borrower; provided provided, that (ia) immediately before as of the date of any such designation and after such designationgiving effect thereto, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (iib) at the time of such designation and after giving pro forma effect theretono Loan Party may be designated as an Unrestricted Subsidiary, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iiic) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (d) Agent shall have received an updated Borrowing Base Certificate (giving pro forma effect to such Unrestricted Subsidiary designation) and (i) the aggregate principal amount of all Initial Term Loans (including any Protective Advances) outstanding as of the date of such designation date shall not exceed the Initial Borrowing Base reflected in such Borrowing Base Certificate (as adjusted for any Reserves) and (ii) the aggregate principal amount of all Loans outstanding as of the date of such designation date shall not exceed the DDTL Borrowing Base reflected in such Borrowing Base Certificate (as adjusted for any Reserves), (e) after giving effect to such designation, Borrower is in compliance on a “Restricted Subsidiary” pro forma basis with the financial covenants in Section 7 applicable to Borrower at the time of such designation and recomputed for the purpose most recent twelve month period for which Agent has received financial statements pursuant to Section 5.1, (f) no Unrestricted Subsidiary shall own any (A) Real Property Collateral, (C) any licenses (including Cannabis Licenses) that are material to the business of the ABL FacilityLoan Parties, Permitted Ratio Debtor (B) intellectual property that is material to the business of the Loan Parties, Incremental Equivalent Debt(g) at the time of designation, any Credit Agreement Refinancing Indebtedness such Subsidiary does not have assets in excess of $500,000 or any Junior Financinggenerate revenue in excess of $500,000 for the most recently ended 12 month period, as applicableand (h) Agent shall have received an officer’s certificate executed by an Authorized Person of Borrower certifying compliance with the requirements of the preceding clauses (a) through (g). The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary formed or acquired after the Closing Date as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrower’s or its Restricted Subsidiary’s (as applicable) investment therein. Other than with respect Borrower may designate any Unrestricted Subsidiary to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the be a Restricted Subsidiary for purposes of this Agreement. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zerotime. Notwithstanding the foregoing, neither a Borrower nor no Unrestricted Subsidiary may hold any direct Indebtedness, Liens or indirect parent Equity Interests of a Borrower shall be permitted to be an Unrestricted Subsidiary. As any Loan Party or any Restricted Subsidiary (or any of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14their respective assets).

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Closing Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) at after giving effect to such designation, on a pro forma basis, Parent and its Restricted Subsidiaries are in compliance with the time Financial Covenants, measuring clause (a) of the Secured Net Leverage Ratio as of the date of such designation and after giving pro forma otherwise re-computing such covenant as of the last day of the most recently ended Fiscal Quarter for which financial statements shall have been delivered pursuant to Section 5.1(a) or 5.1(b) (or, if the Borrower at its sole discretion shall have provided the Administrative Agent with monthly financial statements for Parent and its Restricted Subsidiaries, re-computing such covenants as of the last day of the most recently ended twelve month period) as if such designation was in effect theretoon the first day of the relevant period for testing compliance, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) an Unrestricted Subsidiary that has subsequently been designated as a Restricted Subsidiary cannot be redesignated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose purposes of the ABL Facilityany Permitted Acquisition Debt, Permitted Ratio Debt, Incremental Equivalent Debt, any Debt or Credit Agreement Refinancing Indebtedness, and (v) no Unrestricted Subsidiary may own any Capital Stock or Indebtedness of, or hold any Lien on any property of, the Borrower or any Junior Financing, as applicableRestricted Subsidiary of the Borrower. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value as determined in good faith by the Borrower of the Parent Borrower’s investment or any applicable Subsidiary’s Investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value as determined in good faith by the Borrower at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zeroreturn. Notwithstanding the foregoing, neither a the Borrower nor will not designate any direct or indirect parent of a Borrower shall be permitted to be Restricted Subsidiary that owns Material IP as an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Closing Date designate (or re-designate) any Restricted Subsidiary (other than a Co-Borrower) subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationas of the date of the designation thereof, no Default Unrestricted Subsidiary shall have occurred and be continuing, (ii) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no own any Capital Stock in any Restricted Subsidiary may be (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary if it simultaneously with the aforementioned designation in accordance with the terms of this Section 5.10) or hold any Indebtedness of or any Lien on any property of Parent or its Restricted Subsidiaries (unless Parent or such Restricted Subsidiary is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing permitted hereunder to incur such Indebtedness or any Junior Financing, as applicablegrant such Lien in favor of such Unrestricted Subsidiary). The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value portion of the fair market value of the net assets of such Restricted Subsidiary attributable to Parent’s equity interest therein as estimated by Parent Borrower’s investment therein. Other than with respect in good faith (and such designation shall only be permitted to Subsidiaries the extent such Investment is permitted under Section 6.06); provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiaries on Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the Escrow Release Date“Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence or making, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Liens Lien of such Restricted Subsidiary, as applicable; provided that upon a re-designation of any Unrestricted Subsidiary existing at such time and (ii) as a return on any Restricted Subsidiary, Parent shall be deemed to continue to have an Investment by in the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence resulting Restricted Subsidiary in an amount (if positive) equal to the Fair Market Value at the date of such designation of the Parent Borrower(a) Parent’s Investment “Investment” in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC Restricted Subsidiary at the time of such re-designation as an Unrestricted less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary and attributable to Parent’s equity therein at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiarysuch re-designation. As of the Escrow Release Closing Date, the Unrestricted Subsidiaries are specified subsidiaries listed on Schedule 10.145.10 hereto have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The Parent By action of its Board of Directors, the Borrower may at any time after the Escrow Release Closing Date designate any Restricted Subsidiary (other than a Co-Borrower) of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation on a pro forma basis, no Default or Event of Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving effect to such designation, the Borrower shall be in compliance, on a pro forma effect theretobasis, with the financial covenants set forth in Section 7.1 (it being understood that as a condition precedent to the effectiveness of any such designation, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if thereafter (x) it is a “Restricted Subsidiary” for the purpose of the ABL FacilityFirst Lien Loan Documents or any other Indebtedness of the Borrower or (y) the Borrower or any Restricted Subsidiary provides any guarantee or credit support of any kind, Permitted Ratio Debtincluding any undertaking, Incremental Equivalent Debtguarantee, indemnity, agreement or instrument that would constitute Indebtedness (other than pursuant to Section 7.2(l) and other than the pledge of Capital Stock of Unrestricted Subsidiaries) of any Indebtedness of such Unrestricted Subsidiary or is directly or indirectly liable on such Indebtedness, as a guarantor or otherwise or any Indebtedness of such Unrestricted Subsidiary contains a default that would permit, upon notice, lapse of time or both, any Credit Agreement Refinancing holder of any Indebtedness of Borrower or any Restricted Subsidiary to declare a default under such other Indebtedness or any Junior Financingcause the payment thereof to be accelerated or payable prior to its stated maturity, (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) no Subsidiary of an Unrestricted Subsidiary may be a Restricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the value of the assets of such Subsidiary as of such date of designation (the “Designation Date”), as applicable. The Parent Borrower shall be deemed to have designated set forth on such Subsidiary’s most recent balance sheet, plus (B) the entities comprising PDC and their Subsidiaries as aggregate value of assets of all Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.12 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary), plus (C) the amount of all Investments outstanding pursuant to Section 7.8(o), as of the Designation Date shall not exceed 5% of the Consolidated Total Assets as of the Designation Date on the Escrow Release Date, the a pro forma basis for such designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value net book value of the Parent Borrower’s or its Subsidiary’s (as applicable) investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may may, at any time from and after the Escrow Release Date Effective Date, designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, continuing and (ii) at the time of immediately after giving effect to such designation and after (including giving effect on a pro forma effect theretobasis subject to Section 1.04), the Consolidated First Lien Total Net Leverage Ratio would shall be less no greater than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable6.00 to 1.00. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Effective Date shall constitute an Investment by the Parent Borrower applicable Loan Party therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrowerapplicable Loan Party’s (or any of its Restricted Subsidiaries’) investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary after the Effective Date shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrowersuch Loan Party’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a (i) no Borrower nor any direct or indirect parent company of a any Borrower shall be permitted to be an Unrestricted Subsidiary and (ii) no Restricted Subsidiary that owns or exclusively licenses any Material IP shall be permitted to be designated as an Unrestricted Subsidiary. As Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, in Section 6.02, Section 6.03, Section 6.04, Section 6.06 and Section 6.07), no sale, transfer of legal title or exclusive license (other than an exclusive license for a specific country that is not material to the business of the Escrow Release DateBorrower and its Restricted Subsidiaries, the taken as a whole, where such Loan Party retains, and does not exclusively license to any party that is not a Loan Party, all other worldwide rights with respect thereto) of Material IP may be made by any Loan Party to (i) any Unrestricted Subsidiaries are specified on Schedule 10.14Subsidiary or (ii) any Restricted Subsidiary that is not a Loan Party.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Net Leverage Ratio would Borrower shall be less than 3.75:1.00 and in compliance, on a Pro Forma Basis, with the covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness Senior Notes Documents or any Junior Financing, as applicableFinancing with an aggregate outstanding principal amount in excess of the Threshold Amount and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Restatement Effective Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrower’s investment or its Subsidiary’s (as applicable) Investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Closing Date by notice from a Responsible Officer of the Borrower to the Administrative Agent designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and immediately after such designation, no Event of Default shall have occurred and be continuing, (ii) at immediately after giving effect to such designation, the time Borrower shall be in compliance with the covenants set forth in Section 7.18, determined on a pro forma basis as of the end of the most recent fiscal quarter for which financial statements of the Borrower have been delivered under Section 6.01(a) or (b), as applicable, as if such designation had occurred on the last day of such designation and after giving pro forma effect theretofiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted was previously designated an Unrestricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrower’s investment thereintherein (including the fair market value of the assets of such Subsidiary at the time of designation). Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of Notwithstanding anything herein to the Parent Borrower’s Investment contrary, in no event shall (i) the entities constituting PDC at the time of designation Borrower designate any Subsidiary as an Unrestricted Subsidiary and at the time of if such Subsidiary owns any subsequent redesignation as a Restricted Material Intellectual Property or (ii) any Unrestricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor own any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted SubsidiaryMaterial Intellectual Property. As of the Escrow Release Closing Date, the no Subsidiary has been designated as an Unrestricted Subsidiaries are specified on Schedule 10.14Subsidiary.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that (ia) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (iib) any Subsidiary of an Unrestricted Subsidiary will automatically be deemed to be an Unrestricted Subsidiary, (c) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenant set forth in Section 7.16, (d) the Borrower shall not be designated as an Unrestricted Subsidiary, (e) immediately after giving effect to such designation, the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 6.10, (f) each of (1) the Subsidiary to be so designated and (2) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee, or otherwise become directly or indirectly liable with respect to any Debt pursuant to which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiary except for Debt that could otherwise be incurred by the Borrower or such designation and after giving pro forma effect theretoRestricted Subsidiary hereunder and, if such Debt is secured, the Consolidated First Lien Net Leverage Ratio would Liens securing such Debt are permitted to be less than 3.75:1.00 incurred by the Borrower or such Restricted Subsidiary hereunder (provided that any such Debt shall be deemed incurred hereunder by the Borrower or such Restricted Subsidiary, as the case may be) and (iiig) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility2022 Senior Notes, 2024 Senior Notes, 2025 Senior notes, any Permitted Ratio Debt, Incremental Equivalent Debt, Other Debt or any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicableDebt. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower applicable Restricted Companies therein at the date of designation in an amount equal to the Fair Market Value net book value (or, in the case of any guarantee or similar Investment, the amount) of the Parent Borrower’s investment thereinRestricted Companies’ Investments therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.6). Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries If any Person becomes a Restricted Subsidiary on any date after the Escrow Release Date, the designation Closing Date (including by redesignation of any an Unrestricted Subsidiary as a Restricted Subsidiary), the Debt, Liens and Investments of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.2, 7.1 and 7.6, respectively, but will not be considered the sale or issuance of Capital Stock for purposes of Section 7.5. Upon a re-designation of such Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall constitute be deemed to continue to have a permanent Investment in the re-designated Restricted Subsidiary in an amount (if positive) equal to (i) the incurrence Borrower’s “Investment” in such Person at the time of designation of any Investmentsuch re-designation, Indebtedness or Liens of such Subsidiary existing at such time and less (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant portion of the fair market value of the net assets of such Person attributable to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC equity therein at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14such re-designation.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Ratio would specified in Section 6.09 as of the last day of the most recently ended Calculation Period (determined on a Pro Forma Basis after giving effect to such designation) shall be less than 3.75:1.00 and satisfied (iiiand, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate of an Authorized Officer setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Restricted Subsidiary may be designated as or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose purposes of any other Indebtedness (including, for the ABL Facilityavoidance of doubt, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower under the Second Lien Senior Subordinated PIK Toggle Notes) and (d) the Required Lenders shall be deemed have consented to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any such Restricted Subsidiary as an Unrestricted Subsidiary. The designation of any Subsidiary after the Escrow Release Date as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrower’s or its Subsidiary’s (as applicable) investment therein. Other than with respect to Subsidiaries designated as No Unrestricted Subsidiaries on Subsidiary shall at any time own any Equity Interests or Indebtedness of, or own or hold any Lien on, any property of the Escrow Release Date, the Borrower or any Restricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment time. Any such designation shall be notified by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal Administrative Agent by promptly delivering to the Fair Market Value at the date Administrative Agent a certificate of an Authorized Officer certifying that such designation of complied with the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14foregoing provisions.

Designation of Subsidiaries. The Parent Borrower Company may at designate any time after the Escrow Release Date Subsidiary to be a Restricted Subsidiary and may designate any Restricted Subsidiary (other than a Co-Borrower) to be an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided by giving written notice to each holder of Notes that (i) immediately before and after the Board of Directors of the Company has made such designation, provided, however, that no Default shall have occurred Subsidiary may be designated a Restricted Subsidiary and be continuing, (ii) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facilityunless, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation such action and after giving effect thereto, (i) solely in the case of a Restricted Subsidiary being designated an Unrestricted Subsidiary, such Restricted Subsidiary being designated an Unrestricted Subsidiary shall not have any Investmentcontinuing Investment in the Company or any Restricted Subsidiary, Indebtedness or Liens of such Subsidiary existing at such time and (ii) no Default or Event of Default shall exist, and (iii) the Company would be permitted to incur at least $1.00 of additional Funded Debt under the provisions of Section 10.1(c) owing to a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Person other than a Restricted Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as Any Restricted Subsidiary which has been designated an Unrestricted Subsidiary and at the time of any subsequent redesignation as which has then been designated a Restricted Subsidiary again, in each case in accordance with the provisions of the immediately preceding sentence shall not at any time thereafter be zeroan Unrestricted Subsidiary. Any Unrestricted Subsidiary which has been designated a Restricted Subsidiary and which has then been designated an Unrestricted Subsidiary again, in each case in accordance with the provisions of the first sentence of this Section 10.11 shall not at any time thereafter be a Restricted Subsidiary. Notwithstanding the foregoing, neither a Borrower nor the Company shall not permit any direct Subsidiary incorporated under the laws of Mexico or indirect parent of a Borrower shall be permitted any State thereof to be an Unrestricted Subsidiary. As designated a Restricted Subsidiary unless, after giving effect to such designation, the total assets of all Restricted Subsidiaries incorporated under the laws of Mexico or any State thereof (in the aggregate), as of the Escrow Release Datelast day of the immediately preceding fiscal quarter, would not exceed 10% of Consolidated Total Assets as of such date, in each case as reflected in the Unrestricted Subsidiaries are specified on Schedule 10.14most recent annual or quarterly financial statements of the Company and its Subsidiaries.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Closing Date designate any Restricted Subsidiary (other than a Co-Borrower) of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (ii) at the time of such designation and immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Borrower shall be in compliance, on a Pro Forma Basis, with a Total Net Leverage Ratio would be less of no greater than 3.75:1.00 and 3.90 to 1.00 (or, if lower, the Financial Performance Covenant), in either case, for the Test Period then most recently ended, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Specified Indebtedness of Holdings, the ABL FacilityBorrower or any Restricted Subsidiary, Permitted Ratio Debt(iv) no Unrestricted Subsidiary may own, Incremental Equivalent Debtand none of Holdings, the Borrower or any of its Restricted Subsidiaries may transfer to any Unrestricted Subsidiary, any Credit Agreement Refinancing Indebtedness material Intellectual Property, (v) no Unrestricted Subsidiary may hold any Liens or Equity Interests of or in Holdings, the Borrower or any Junior FinancingRestricted Subsidiary (or any of their respective assets) and (vi) at the time of such designation of an Unrestricted Subsidiary and after giving effect thereto, the aggregate assets or revenues of all Unrestricted Subsidiaries do not exceed 2.5% of the consolidated revenues or consolidated assets, as applicable, of the Borrower (including, for this purpose, all Unrestricted Subsidiaries). The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment by the Parent Borrower or the applicable Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value portion of the Parent fair market value (as reasonably determined by the Borrower in good faith) of the assets of such Restricted Subsidiary attributable to the Borrower’s investment thereinor its applicable Restricted Subsidiary’s equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is otherwise permitted herein). Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Unrestricted Subsidiary; provided that, immediately after such designation, the Borrower or its Restricted Subsidiary shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the amount of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC Restricted Subsidiary at the time of designation such designation, less (b) the portion of the fair market value (as an Unrestricted reasonably determined by the Borrower in good faith) of the assets of such Restricted Subsidiary and attributable to the Borrower’s or it’s Restricted Subsidiary’s equity therein at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14such designation.

Designation of Subsidiaries. The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that (ia) other than in the case of the designation of a joint venture in existence on the Closing Date that thereafter becomes a Subsidiary (an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall have occurred and be continuing, (iib) at other than in the time case of such the designation and of an Excluded Unrestricted Subsidiary, immediately after giving pro forma effect theretoto such designation, Holdings, the Consolidated First Lien Net Leverage Ratio would Borrower and the Restricted Subsidiaries shall be less than 3.75:1.00 in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10, (c) the Borrower shall not be designated as an Unrestricted Subsidiary, and (iiid) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, any Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicableSubordinated Indebtedness. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower applicable Restricted Companies therein at the date of designation in an amount equal to the Fair Market Value net book value (or, in the case of any guarantee or similar Investment, the amount) of the Parent Borrower’s investment Restricted Companies’ Investments therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries If any Person becomes a Restricted Subsidiary on any date after the Escrow Release Date, the designation Closing Date (including by redesignation of any an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) Subsidiary), the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at Person outstanding on such time and (ii) a return date will be deemed to have been incurred by such Person on any Investment by such date for purposes of Section 7.03, but will not be considered the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date sale or issuance of such designation Equity Interests for purposes of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14Section 7.05.

Designation of Subsidiaries. (a) The Parent board of directors of the Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) at the time of such designation and after giving pro forma effect theretono Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to any Group Member, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iiiii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is party to any agreement or contract with any Group Member, unless the terms of such agreement are no less favorable to the applicable Group Member than those that might be obtained from an unaffiliated third-party, (v) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Person with respect to which any Group Member has any direct or indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition, (vi) no Disregarded Domestic Subsidiary may be designated an Unrestricted Subsidiary, (vii) no Subsidiary may be designated an Unrestricted Subsidiary if after giving effect to such designation, the Consolidated Total Net Leverage Ratio (calculated disregarding the proceeds of any Indebtedness incurred on such date) as of such date would exceed 3.00 to 1.00, (viii) for so long as the Second Lien Credit Agreement is outstanding, no Subsidiary may be (x) designated an Unrestricted Subsidiary hereunder unless it simultaneously becomes an “Unrestricted Subsidiary” under the Second Lien Credit Agreement and (y) designated a Restricted Subsidiary hereunder unless it simultaneously becomes a “Restricted Subsidiary” for under the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Second Lien Credit Agreement Refinancing Indebtedness or and (ix) no Unrestricted Subsidiary may engage in any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than transaction described in Section 7.8 (with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation prepayment of any Restricted Subsidiary as an Unrestricted Subsidiary after Indebtedness) if the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment is prohibited from engaging in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14transaction.

Designation of Subsidiaries. The Parent Borrower may CPG may, at any time from and after the Escrow Release Date Closing Date, designate any Restricted Subsidiary of any Credit Party (other than a Co-BorrowerLoan Party) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving pro forma effect theretoto such designation, the Consolidated First Lien Net Leverage Ratio would Loan Parties shall be less than 3.75:1.00 and in compliance with the covenants set forth in Article VII on a Pro Forma Basis, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and (iv) if a Restricted Subsidiary is a “being designated as an Unrestricted Subsidiary hereunder (A) in the case of the Borrower and its Restricted Subsidiaries (exclusive of OpCo and its Restricted Subsidiaries), such Restricted Subsidiary” for the purpose , together with all other Unrestricted Subsidiaries of the ABL FacilityBorrower as of such date of designation, Permitted Ratio Debtmust not have contributed greater than 15% of the CPPL MLP OpCo Percentage of the Consolidated Net Tangible Assets or (B) in the case of the Credit Parties (including the Borrower and its Restricted Subsidiaries) in the aggregate, Incremental Equivalent Debtsuch Restricted Subsidiary, together with all other Unrestricted Subsidiaries of the Credit Parties as of such date of designation, must not have contributed greater than (x) prior to the Investment Grade Date, $300,000,000 plus any returns received in cash by any Credit Agreement Refinancing Indebtedness or Party and (y) from and after the Investment Grade Date, 20% of the Consolidated Net Tangible Assets (but, notwithstanding the definition of Consolidated Net Tangible Assets, calculated inclusive of all Unrestricted Subsidiaries) plus any Junior Financingreturns received in cash by any Credit Party on Investments previously made in Unrestricted Subsidiaries, as applicableof the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(h) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(h), the most recent financial statements referred to in Section 3.04(a)(ii)). The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Closing Date shall constitute an Investment investment by the Parent Borrower therein a Credit Party at the date of designation in an amount equal to the Fair Market Value fair market value of the Parent Borrowersuch Credit Party’s investment therein. Other than None of the Credit Parties shall at any time be directly or indirectly liable for any Indebtedness that provides the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated upon the occurrence of a default with respect to Subsidiaries designated as any Indebtedness, Lien or other obligation of an Unrestricted Subsidiaries on the Escrow Release Date, the Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investmentinvestment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment investment by the Parent Borrower any Credit Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrowersuch Credit Party’s Investment investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

Designation of Subsidiaries. The Parent Borrower may board of directors of Holdings may, at any time from and after the Escrow Release Date Effective Date, designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) at the time of such designation and immediately after giving effect to such designation, Holdings and the Borrower shall be in compliance with the covenants set forth in Section 6.12 on a pro forma effect theretobasis, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and (iv) if a Restricted Subsidiary is a “being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary” for , together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than ten percent (10%) of Consolidated Total Assets (but, notwithstanding the purpose definition of Consolidated Total Assets, calculated inclusive of all Unrestricted Subsidiaries), as of the ABL Facilitymost recently ended fiscal quarter of the Holdings for which financial statements have been delivered pursuant to Section 5.01(a) (or, Permitted Ratio Debtif prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a), Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicablethe most recent financial statements referred to in Section 3.04(a)(ii)). The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Effective Date shall constitute an Investment investment by Holdings, the Parent Borrower or the applicable Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value fair market value of Holdings’, the Parent Borrower’s or the applicable Restricted Subsidiary’s investment therein. Other than None of Holdings, the Borrower or any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated upon the occurrence of a default with respect to Subsidiaries designated as any Indebtedness, Lien or other obligation of an Unrestricted Subsidiaries on the Escrow Release Date, the Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investmentinvestment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment investment by Holdings, the Parent Borrower or the applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of Holdings’, the Parent Borrower’s Investment or such Restricted Subsidiary’s investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a the Borrower nor any direct or indirect parent of a Borrower Designated IP Subsidiary shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.