Common use of Designation of Subsidiaries Clause in Contracts

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Unrestricted Subsidiary), (ii) 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the 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 net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Event of Default exists shall have occurred and be continuing or would result therefrom, (including ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Unrestricted Subsidiary)Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iiiii) 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 may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary) or hold ” for the purpose of any Indebtedness of Specified Indebtedness, any Permitted Debt or any Lien on any property of the Borrower or its Restricted Subsidiaries Permitted Refinancing thereof and (unless the Borrower or such iv) no Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of may be designated an Unrestricted Subsidiary will be deemed to be if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the 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 net assets Fair Market Value of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)Investment. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Investment by the Borrower shall be deemed in Unrestricted Subsidiaries pursuant to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” Fair Market Value of such Investment in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designationSubsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designateredesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after any such re-designation, no Event of Default exists (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), (iib) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) 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 any Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the 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 net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable; provided that upon applicable and (ii) a return on any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Investment by the Borrower shall be deemed in Unrestricted Subsidiaries pursuant to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of at the net assets date of such Restricted Subsidiary attributable to designation of the Borrower’s equity therein at the time of or its Restricted Subsidiary’s Investment in such re-designationSubsidiary.

Designation of Subsidiaries. The board of directors (or equivalent governing body) of any Borrower may at any time after the Closing Date designate (or re-designateredesignate) any subsidiary (other than any Closing Date Guarantor) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Default or Event of Default exists shall have occurred and be continuing (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofon, the applicable Subsidiary or Unrestricted Subsidiary), (ii) immediately before and after such designation, the Borrowers shall be 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 subsidiary may be designated as an Unrestricted Subsidiary if (x) it is a “Subsidiary” (or any other term having a similar meaning) for the purpose of any Additional Debt, any Incremental Equivalent Debt or any other Indebtedness in excess of the Threshold Amount or (y) such subsidiary was previously an Unrestricted Subsidiary, (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 its Subsidiaries or hold any Indebtedness of of, or any Lien on any property of the any Borrower or its Restricted Subsidiaries and (unless the v) no holder of any Indebtedness of any Unrestricted Subsidiary shall have any recourse to any Borrower or its Subsidiaries with respect to such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted SubsidiaryIndebtedness. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable 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 net assets of such Subsidiary attributable to the such Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.066.03). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, making at the time of designation of any then-existing InvestmentInvestments, Indebtedness or Lien Liens of such Subsidiary, as applicableSubsidiary existing at such time; provided that upon any a re-designation of any such Unrestricted Subsidiary as a Restricted Subsidiary, the applicable Borrower shall be deemed to continue to have an Investment in the resulting Restricted a Subsidiary in an amount (if positive) equal to (a) the such Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the such Borrower’s equity therein at the time of such re-designation.

Designation of Subsidiaries. The (a) Subject to Section 6.13(b) below, the Parent Borrower may at any time after designate any Restricted Subsidiary (other than the Closing Date designate (or re-designateSubsidiary Borrower) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Unrestricted Subsidiary), (ii) 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary 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 net assets of such Subsidiary attributable to the Parent Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary existing at such time. (b) The Parent Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, as applicable; provided that upon any re-designation of any or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in each case unless: (i) no Default or Event of Default exists or would result therefrom; and (ii) in the resulting case of clause (x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, the Parent Borrower or any Restricted Subsidiary, and (B) neither the Parent Borrower nor any Restricted Subsidiary in an amount shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (if positivewith the passage of time or notice or both) equal declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (a) the Borrower’s “Investment” in including any right to take enforcement action against such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designationUnrestricted Subsidiary).

Designation of Subsidiaries. The board of directors of the Borrower may may, at any time from and after the Closing Date Date, designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Default or Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Unrestricted Subsidiary)Borrower shall be in compliance with the covenants set forth in Section 8.1 on a pro forma basis, (iiiii) no Restricted Subsidiary may be designated as of the date of the designation thereof, no an Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also if it was previously designated as an Unrestricted Subsidiary, (iv) or hold if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than the 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 last day of the Reference Period then most recently ended and (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, upon the effectiveness of such designation, such Subsidiary is and would continue to be a restricted subsidiary under the terms of any Material Indebtedness of or any Lien on any property of the Borrower or any of its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted SubsidiarySubsidiaries. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its the applicable Restricted Subsidiary) Subsidiary therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Subsidiary attributable to the Borrower’s (or its the applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by ’s investment therein. 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 (and 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 any Indebtedness, Lien or other obligation of an Unrestricted Subsidiary (including any right to take enforcement action against such designation shall only be permitted to the extent such Investment is permitted under Section 6.06Unrestricted Subsidiary). 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Investment by the Borrower shall be deemed to continue to have an Investment in or the resulting applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of at the net assets date of such Restricted Subsidiary attributable to designation of the Borrower’s equity therein at or such Restricted Subsidiary’s Investment in such Subsidiary. Notwithstanding the time of such re-designationforegoing, neither the Borrower nor any Designated IP Subsidiary shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower (a) Subject to Section 10.23(b), the board of directors of Nexstar Media may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary of Nexstar Media as an Unrestricted Subsidiary or any Subsidiary of Nexstar Media that is an Unrestricted Subsidiary as a Restricted Subsidiary; , provided that (i) immediately after any such that, notwithstanding the foregoing, none of the Intermediate Holding Companies or the Borrower may be re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Unrestricted Subsidiary), (ii) 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Restricted Subsidiary of Nexstar Media as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein Covenant Entity at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Subsidiary attributable to the BorrowerCovenant Entity’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of Nexstar Media shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary, Subsidiary existing at such time. (b) Nexstar Media may not (x) designate any Restricted Subsidiary as applicable; provided that upon any re-designation of any an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or would result therefrom; (ii) in the Borrower case of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media, any other Holding Company, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuances; and (iii) the Consolidated Group Entities shall be deemed to continue to have an Investment in compliance (on a Pro Forma Basis) with the resulting Restricted Subsidiary in an amount Financial Covenant as of the end of the most recent Test Period (as if positive) equal to (a) such designation had occurred on the Borrower’s “Investment” in such Restricted Subsidiary at the time first day of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designationTest Period).

Designation of Subsidiaries. The (a) Subject to SECTION 5.16(b) below, the board of directors of the Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Unrestricted Subsidiary), (ii) 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the 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 net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary existing at such time. Upon any such designation (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary pursuant to the definition of “Investment” included in the Available Amount), the Borrower and/or the applicable Restricted Subsidiaries shall receive a credit against the applicable clause in the definition of “Permitted Investments” that was utilized for the Investment in such Unrestricted Subsidiary for the fair market value of such Restricted Subsidiary at such time. Upon any designation of a Subsidiary as an Unrestricted Subsidiary, notwithstanding anything in any Loan Document to the contrary, the Facility Guarantee of such Subsidiary shall be automatically released. (b) The Borrower may not (x) designate any Restricted Subsidiary as applicable; provided that upon any re-designation of any an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time each case unless no Event of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation.Default exists or would result therefrom

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, immediately before and after such designation, (i) immediately after any such re-designation, no Event of Default exists the Consolidated Total Net Leverage Ratio (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens determined on the assets of, the applicable Unrestricted Subsidiary)a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00, (ii) as no Default or Event of the date of the designation thereof, Default shall have occurred and be continuing and (iii) no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary) or hold ” for the purpose of any Incremental Debt, Incremental Equivalent Debt, Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary incurred pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) aboveSection 7.03(v), any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiaryor Junior Financing. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value as determined in good faith by the Borrower of the net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) 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 6.06)therein. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a Return on any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Investment by the Borrower shall be deemed in Unrestricted Subsidiaries pursuant to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of as determined in good faith by the net assets Borrower at the date of such Restricted Subsidiary attributable to designation of the Borrower’s equity therein at the time of or its Subsidiary’s (as applicable) Investment in such re-designationSubsidiary.

Designation of Subsidiaries. The Parent Borrower may at any time after the Closing Escrow Release Date designate any Restricted Subsidiary (or reother than a Co-designateBorrower) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Unrestricted Subsidiary)be continuing, (ii) as at the time of such designation and after giving pro forma effect thereto, the date of the designation thereof, Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary) or hold ” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness of or any Lien on any property of the Junior Financing, as applicable. The Parent Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will shall be deemed to be an have designated the entities comprising PDC and their Subsidiaries as Unrestricted SubsidiarySubsidiaries effective on the Escrow Release Date. The 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 its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion Fair Market Value of the fair market value of the net assets of such Subsidiary attributable to the Parent Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein investment therein. Other than with respect to Subsidiaries designated as reasonably estimated by Unrestricted Subsidiaries on the Borrower (and such designation shall only be permitted to Escrow Release Date, the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-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 any Unrestricted Subsidiary as a Restricted the Parent Borrower’s Investment in such Subsidiary, . The amount of the Borrower shall be deemed to continue to have an Parent Borrower’s Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary entities constituting PDC at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted designation as an Unrestricted Subsidiary attributable to the Borrower’s equity therein and at the time of such re-designationany 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 Holdings or the Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, immediately before and after any giving effect to such re-designation, designation on a Pro Forma Basis (x) no Event of Default exists shall have occurred and be continuing and (including y) the Borrower has capacity under Section 6.04 to consummate such designation, and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately before and after giving effect to such designation on a Pro Forma Basis (x) no Event of Default shall have occurred and be continuing and (y) the reclassification of Investments inBorrower has capacity under Section 6.01, Indebtedness of and Liens on the assets of6.02 or 6.04 to consummate such designation; provided, further, that Holdings, the applicable Unrestricted Subsidiary), Borrower and the Restricted Subsidiaries shall not transfer all or any material portion of their intellectual property (iitaken on a consolidated basis) as of the date of the designation thereof, no to any Unrestricted Subsidiary shall own any Capital Stock in or allow any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also that owns material intellectual property to be designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property of Subsidiary (without regard to whether Holdings, the Borrower or its Restricted Subsidiaries (unless the Borrower or such any Restricted Subsidiary is permitted has the right to incur continue to utilize any such Indebtedness or Liens in favor of intellectual property after such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiarytransfer). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower Holdings (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion Fair Market Value of the fair market value of the net assets of such Subsidiary attributable to the BorrowerHoldings’ or its Restricted Subsidiary’s (or its applicable Restricted Subsidiary’sas applicable) 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 6.06)investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary existing at such time, (y) a return on any Investment by Holdings (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 Holdings or its Subsidiary’s (as applicable) Investment in such Subsidiary, as applicable; provided that upon any re-designation and (z) the formation or acquisition of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time for purposes of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designationSection 5.13.

Designation of Subsidiaries. The Board of Directors of the Borrower may at any time after the Closing Date designate (or re-designateredesignate) any subsidiary Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Default or Event of Default exists shall have occurred and be continuing (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 date last day of the designation thereoffour 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 designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender thereof has recourse to any of the assets of the Borrower or any Restricted Subsidiary, (iv) 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 Capital Stock in Equity Interests of 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Subsidiary therein at the date of designation in an amount equal to the portion of the fair market value Fair Market Value of the net assets of such Subsidiary Person attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) ’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 6.069.3). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, making at the time of designation of any then-existing InvestmentInvestments, Indebtedness or Lien Liens of such Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in existing at such Restricted Subsidiary at the time of such re-designation, less (b) the portion time. As of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designationClosing Date, there are no Unrestricted Subsidiaries.

Designation of Subsidiaries. The Parent Borrower may at any time after the Closing Effective Date designate any Restricted Subsidiary of the Parent Borrower (or reother than the Co-designateBorrower) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designationdesignation on a Pro Forma Basis, no Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Unrestricted Subsidiary), (ii) Parent Borrower shall have a Total Leverage Ratio less than or equal to 3.5 to 1.0 on a Pro Forma Basis as of the date end of the designation thereofmost recent Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), and (iii) no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary) or hold ” for the purpose of any Indebtedness of Holdings or any Lien on any property of the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted SubsidiaryParent Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the 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 portion of the fair market value of the net assets of such Subsidiary attributable to the Parent Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) 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 6.06)investment therein. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Investment by the Parent Borrower in Unrestricted Subsidiary as a Restricted Subsidiary, Subsidiaries pursuant to the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value at the date of such designation of the net assets of Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such may not be subsequently re-designationdesignated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after any such re-designation, no Default or Event of Default exists shall have occurred and be continuing or would immediately result from such designation and (including b) immediately after giving effect to such designation, the reclassification 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 Investments inthe 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 (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 Liens on the assets of, the applicable Unrestricted Subsidiary)its Restricted Subsidiaries, (ii) 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 of its subsidiaries owns any Equity Interests or Indebtedness of of, or holds any Lien on any property of of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its Restricted Subsidiaries subsidiaries has recourse (unless either through a Guarantee, by operation of law or otherwise) to the Borrower or such any other Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment investment by the Borrower parent company of such Subsidiary therein under clauses (or its applicable Restricted Subsidiaryv) therein and (x) of Section 6.04 at the date of designation in an amount equal to the portion of the fair market net book value of the net assets of such Subsidiary attributable to the Borrowerparent company’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien 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 (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation of the Parent’s or its Subsidiary’s, as applicable; provided that upon , investment in such Subsidiary (without giving effect to any re-write downs or write offs thereof). Prior to any designation of any Unrestricted Subsidiary as a Restricted Subsidiarymade in accordance with this Section 5.13, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable deliver to the Borrower’s equity therein at Administrative Agent a certificate of a Responsible Officer certifying that the time of such re-designationdesignation satisfies the applicable conditions set forth in this Section 5.13.

Designation of Subsidiaries. The Parent Borrower may at any time after the Closing Effective Date designate any Restricted Subsidiary of the Parent Borrower (or reother than the Co-designateBorrower) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designationdesignation on a Pro Forma Basis, no Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Unrestricted Subsidiary), (ii) Parent Borrower shall have a Total Net Leverage Ratio less than or equal to 3.5 to 1.0 on a Pro Forma Basis as of the date end of the designation thereofmost recent Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), and (iii) no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary) or hold ” for the purpose of any Indebtedness of Holdings or any Lien on any property of the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted SubsidiaryParent Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the 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 portion of the fair market value of the net assets of such Subsidiary attributable to the Parent Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) 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 6.06)investment therein. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Investment by the Parent Borrower in Unrestricted Subsidiary as a Restricted Subsidiary, Subsidiaries pursuant to the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value at the date of such designation of the net assets of Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such may not be subsequently re-designationdesignated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower Representative may at any time after the Closing Date designate (or re-designateredesignate) any subsidiary (other than any Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that (i) immediately before and after any such re-designation, no Default or Event of Default exists (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) the Borrowers shall be in compliance with Section 6.15(a) (whether or not then in effect) calculated on a Pro Forma Basis after giving effect to such designation (and determined on the basis of the financial statements for the most recently ended Test Period at or prior to such time which have been delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable) and (iii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the any 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 Borrowers or its their Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted SubsidiarySubsidiaries. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the such 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 net assets of such Restricted Subsidiary attributable to the Borrower’s Borrowers’ (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower Representative (and such designation shall only be permitted to the extent such Investment is otherwise permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable; provided provided, that upon any a re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the then such Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the such Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the such Borrower’s equity therein at the time of such re-designation. As of the Closing Date, the subsidiaries listed on Schedule 5.10 have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. (a) The Borrower may at designate any time after the Closing Date designate (or re-designate) any subsidiary as Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that if (i) immediately after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of is continuing or would result therefrom and Liens on the assets of, the applicable Unrestricted Subsidiary), (ii) as of the date of the designation thereofTotal Net Leverage Ratio, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such calculated on a Pro Forma Basis, would not exceed 3.50 to 1.00. If a Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness , the aggregate fair market value of or any Lien on any property of all outstanding Investments owned by the Borrower or and its Restricted Subsidiaries (unless in the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of designated as an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Subsidiary Investment made as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value time of the net assets designation and will reduce the amount available for Restricted Payments as described in Section 7.06 herein or under one or more clauses of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein definition of Permitted Investments, as reasonably estimated determined by the Borrower (and such designation shall only be permitted to the extent if such Investment is permitted under Section 6.06would be permitted). That designation will only be permitted if the Investment would be permitted at that time and 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 purposes of any Junior Indebtedness. The designation of Borrower may redesignate any Unrestricted Subsidiary as to be a Restricted Subsidiary shall constitute the making, incurrence if no Event of Default is continuing or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Subsidiary, as applicable; provided that upon any re-designation of any would result therefrom. No Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed permitted to continue to have an Investment in the resulting own material intellectual property and no Restricted Subsidiary in can be designated as an amount (Unrestricted Subsidiary if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designationit would own any material intellectual property.

Designation of Subsidiaries. The Borrower (a) Holdings may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary of Holdings as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Unrestricted Subsidiary)be continuing, (ii) 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 may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Senior Notes Documents, ABL Loan Documents or any Junior Financing, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary or any of its Subsidiaries owns any Broadcast Licenses, Broadcast Stations, material intellectual property or other material property or assets necessary at such time to the operation of the business of the Loan Parties and (iv) no Unrestricted Subsidiary may own Equity Interests, or hold any Indebtedness Indebtedness, of or any Lien on any property of Holdings, the Borrower or its any Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Holdings therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Subsidiary attributable to the BorrowerHoldings’ or its Subsidiary’s (or its applicable Restricted Subsidiary’sas applicable) 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 6.06)therein. 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 Lien Liens of such Subsidiary existing at such time and (ii) a return on any Investment by Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Holdings’ or its Subsidiary’s (as applicable) Investment in such Subsidiary. (b) Holdings may designate (or re-designate) any Restricted Subsidiary that is an Excluded Subsidiary as an Electing Guarantor and may designate (or re-designate) any Electing Guarantor as an Excluded Subsidiary; provided that (i) no Subsidiary may be designated as an Excluded Subsidiary if it is a guarantor for the purpose of any Senior Notes Documents, ABL Loan Documents or any Junior Financing, (ii) any such designation (or redesignation) of an Electing Guarantor as an Excluded Subsidiary shall constitute an Investment by Holdings or the relevant Restricted Subsidiary, as applicable; provided that upon , therein at the date of designation in an amount equal to the fair market value (as determined in good faith by Holdings) of the Investments held by Holdings and/or the applicable Restricted Subsidiaries in such Electing Guarantor immediately prior to such designation and such Investments shall otherwise be permitted hereunder and (iii) any Indebtedness or Liens of any Restricted Subsidiary designated (or re-designation of any Unrestricted Subsidiary designated) as a Restricted an Electing Guarantor or an Excluded Subsidiary, the Borrower as applicable, shall be deemed to continue be incurred after giving effect to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of designation and such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designationincurrence shall otherwise be permitted hereunder.

Designation of Subsidiaries. The Borrower (or, in the case of any Subsidiary of Holdings that is not a Subsidiary of the Borrower, Holdings) may at any time after the Closing Date designate (or subsequently re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after any giving effect to such re-designationdesignation on a Pro Forma Basis, no Event of Default exists shall have occurred and be continuing, (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable b) no Subsidiary shall be an Unrestricted Subsidiary unless it is also an “Unrestricted Subsidiary), (ii) as ” for purposes of the date of ABL Credit Agreement and the designation thereof, Notes Documents and (c) no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also be designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property Subsidiary if such Subsidiary owns Intellectual Property that is material to the business of the Borrower or and its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiarytaken as a whole). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) each relevant Group Member therein at the date of designation in an amount equal to the portion of the fair market value Fair Market Value of the net assets of such Subsidiary attributable to the Borrowereach relevant Group Member’s (or its applicable Restricted Subsidiary’s) equity interest Investment therein as reasonably estimated determined by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)in good faith. 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 Lien Liens of such Subsidiary, Subsidiary existing at such time (as applicable; provided that upon ), (ii) a return on any re-designation of any Investment by each relevant Group Member in Unrestricted Subsidiary as a Restricted Subsidiary, Subsidiaries pursuant to the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at Fair Market Value as of the time date of such re-designation, less (b) the portion of the fair market value designation of the net assets of such Restricted Subsidiary attributable to the Borrowereach relevant Group Member’s equity therein at Investment in such Subsidiary as determined by the time Borrower in good faith and (iii) the formation or acquisition of such re-designationa Group Member for purposes of Section 5.11.

Designation of Subsidiaries. The Borrower may Holdings may, at any time from and after the Closing Date Date, designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Unrestricted Subsidiary)be continuing, (ii) 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 may be designated as an Unrestricted SubsidiarySubsidiary unless such Subsidiary is also an “unrestricted subsidiary” (or similar concept) or hold any Indebtedness of or any Lien on any property for purposes of the Borrower or its Restricted Subsidiaries New Notes, (unless the Borrower or such iii) no Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such that owns any Material Intellectual Property may be designated as an Unrestricted Subsidiary and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiarythis Section 5.10. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Loan Party therein at the date of designation in an amount equal to the portion of the fair market value (as determined in good faith by Holdings) of the net assets of such Subsidiary attributable to the Borrowerapplicable Loan Party’s (or any of its applicable Restricted Subsidiary’sSubsidiaries’) 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 6.06)investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary after the Closing Date shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Investment by the applicable Loan Party in Unrestricted Subsidiary as a Restricted Subsidiary, Subsidiaries pursuant to the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of at the net assets date of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time designation of such re-designationLoan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, no Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately after any such re-designation, no Event subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of Second Lien Credit Agreement and Liens on the assets of, the applicable Unrestricted Subsidiary), (ii) 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 SubsidiarySubsidiary 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 the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted hereunder to incur such Indebtedness or Liens grant such Lien in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary). The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the 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 net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or grantingmaking, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable; provided that upon any a re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, designation less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation. As of the Closing Date, the subsidiaries listed on Schedule 5.10 hereto have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The (a) After the Closing Date, the Borrower may at any time after the Closing Date and from time to time designate any of its Subsidiaries (including any existing Subsidiary and any newly acquired or re-designatenewly formed Subsidiary) any subsidiary as to be an Unrestricted Subsidiary unless such Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately after of its Subsidiaries owns any such re-designationEquity Interests or Indebtedness of, no Event of Default exists (including after giving effect to the reclassification of Investments inor owns or holds any Lien on, Indebtedness of and Liens on the assets any property of, the applicable Unrestricted Subsidiary), (ii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in Borrower or any Restricted Subsidiary of the Borrower (unless other than solely any Subsidiary of the Subsidiary to be so designated); provided, that (i) no Default or Event of Default shall have occurred and be continuing before and after giving effect to such designation and (ii) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.08 for the most recently ended Test Period for which Required Financial Statements have been delivered and provided, further that (A) such designation complies with Section 7.05; and (B) neither the Subsidiary is also to be so designated as an nor any of its Subsidiaries has at the time of designation, created, incurred, issued, assumed, guaranteed or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary. (b) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary) ; provided that, immediately before and after giving effect to such designation, no Default or hold Event of Default shall have occurred and be continuing and the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.08 for the most recently ended Test Period for which Required Financial Statements have been delivered; provided further, that any Indebtedness of or the applicable Subsidiary and any Lien on any Liens encumbering its property existing as of the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor time of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the 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 net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence deemed incurred or grantingestablished, as applicable, at the time of designation such designation. (c) For purposes of designating any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Borrower and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Investments in an amount determined as applicable; provided that upon set forth in the definition of “Investment”. Such designation will be permitted only if an Investment in such amount would be permitted at such time, under any re-of the provisions of this Agreement, and if such Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” (d) Any such designation of any Unrestricted Subsidiary as a Restricted Subsidiary, by the Borrower shall be deemed notified by the Borrower to continue the Administrative Agent by promptly delivering to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time Administrative Agent a certificate of such re-designation, less (b) the portion a Responsible Officer of the fair market value of Borrower certifying that such designation complied with the net assets of foregoing provisions, whereupon such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designationdesignation shall be immediately effective.

Designation of Subsidiaries. The board of directors of the Borrower Agent may at any time after the Closing Date designate (or re-designate) any subsidiary of any Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Default or Event of Default exists shall have occurred and be continuing, (including ii) after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Unrestricted SubsidiaryBorrowers shall be in pro forma compliance with Section 6.18 (whether or not then applicable), (iiiii) no Borrower may be designated as an Unrestricted Subsidiary, (iv) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Subsidiary” for the purpose of the Term Loan Agreement, the Senior Notes or any other Indebtedness in excess of the Threshold Amount, (v) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) Agent or its Subsidiaries or hold any Indebtedness of of, or any Lien on any property of the Borrower Agent or its Restricted Subsidiaries Subsidiaries, or (unless vi) the holder of any Indebtedness of any Unrestricted Subsidiary shall not have any recourse to the Borrower Agent or its Subsidiaries with respect to such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted SubsidiaryIndebtedness. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Agent therein at the date of designation in an amount equal to the portion (proportionate to the Borrower Agent’s equity interest in such subsidiary) of the fair market value of the net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.066.07). The designation ; provided, that upon a redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower Agent shall be deemed to continue to have an a permanent Investment in the resulting Restricted a Subsidiary in an amount (if positive) equal to (a) the BorrowerBorrower Agent’s “Investment” in such Restricted Subsidiary at the time of such re-designationredesignation, less (b) the portion (proportionate to the Borrower Agent’s equity interest in such Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designationredesignation. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Designation of Subsidiaries. The Borrower may may, at any time after the Closing Date Date, designate (or re-designate) any subsidiary Restricted Subsidiary of the Borrower as an any Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by providing written notice thereof to the Administrative Agent; provided that (ia) immediately after any such re-designation, no Event of Default exists (including prior to and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; and (b) in the reclassification case of Investments inany designation of a Restricted Subsidiary as an Unrestricted Subsidiary, (i) any Subsidiary so designated does not, directly, indirectly or beneficially own any Capital Stock or Indebtedness of and Liens of, or own or hold any Lien on the any property or assets of, the applicable Borrower or any of its Restricted Subsidiaries, (ii) neither the Borrower nor any of its Restricted Subsidiaries shall at any time be directly or indirectly liable for any Indebtedness that permits the holder thereof to (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any indebtedness, lien or other obligations of any Unrestricted Subsidiary (including the right to take enforcement action against such Unrestricted Subsidiary), (ii) 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The such designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at on the date of such designation in an Unrestricted Subsidiary in an amount equal to the portion sum of (x) the fair market value of the net assets equity interest in the Subsidiary to be designated as an Unrestricted Subsidiary held by any Credit Party or Restricted Subsidiary (without duplication) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary attributable to any Credit Party or Restricted Subsidiary immediately prior to such designation, and (iv) such Subsidiary shall have been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to the Borrower’s covenants) under (or its applicable I) the Senior Unsecured Notes Indenture and all Permitted Refinancing Indebtedness in respect thereof and (II) the Senior Subordinated Notes Indenture and all Permitted Refinancing Indebtedness in respect thereof, (c) no Unrestricted Subsidiary that has been designated as a Restricted Subsidiary pursuant to this Section 9.19 may again be designated as an Unrestricted 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 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, by such Subsidiary at the time of designation of any then-existing InvestmentInvestments, Indebtedness or Lien Liens of such Subsidiary existing at such time, and (d) during the Permitted Tax Distribution Period, neither Knology nor any of its Subsidiaries may be designated as an Unrestricted Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation.

Designation of Subsidiaries. The Borrower board of directors of Holdings may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Unrestricted Subsidiary)be continuing, (ii) the Borrower may not be designated as an Unrestricted Subsidiary, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the date of the designation thereofABL Facility, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) no Unrestricted Subsidiary shall own any Capital Stock Equity Interests in any Restricted Subsidiary, (vi) no Unrestricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or shall hold any Indebtedness of of, or any Lien on any property of of, the Borrower or any Restricted Subsidiary, (vii) no Unrestricted Subsidiary shall be a party to any transaction or arrangement with the Borrower and its Restricted Subsidiaries that would not be permitted by Section 7.08 and (unless the Borrower viii) none of Holdings or such any of its Restricted Subsidiary is permitted Subsidiaries shall have any obligation to incur such Indebtedness or Liens in favor subscribe for additional Equity Interests of such any Unrestricted Subsidiary pursuant or to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, preserve or maintain the financial condition of any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or Holdings and its applicable Restricted Subsidiary) Subsidiaries therein at the date of designation in an amount equal to the portion of the fair market net book value of the net assets of Holdings’ or such Subsidiary attributable to the BorrowerRestricted Subsidiary’s (or its applicable Restricted Subsidiary’sas applicable) 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 6.06)investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such SubsidiarySubsidiary existing at such time, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion and cause each of the fair market value of the net assets of such Restricted Subsidiary attributable Subsidiaries and Unrestricted Subsidiaries to the Borrower’s equity therein at the time of such re-designationsatisfy, customary corporate and other formalities.

Designation of Subsidiaries. The Borrower Holdings may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after any such re-designation, no Default or Event of Default exists shall have occurred and be continuing or would result from such designation, (including b) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Consolidated Total Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of Holdings, is less than 3.00 to 1.00, and the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b) and (c) no Subsidiary may be designated as an Unrestricted Subsidiary)Subsidiary if it is (i) a “restricted subsidiary” or a “guarantor” (or any similar designation) for the Senior Notes or any Material Indebtedness that is subordinated in right of payment to the Obligations, (ii) 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 U.S. HoldCo 2 or any Lien on other Subsidiary that holds, directly or indirectly, any property of Equity Interests in the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiarythe Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiaryparent company of such Subsidiary therein under Section 6.04(u) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Subsidiary attributable to the Borrowerparent company’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)investment therein. 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 Lien Liens of such Subsidiary, as applicable; provided that upon and the making of an Investment by such Subsidiary in any re-designation Investments of any Unrestricted Subsidiary as a Restricted such Subsidiary, the Borrower shall be deemed to continue to have an in each case existing at such time, and (ii) a return on any Investment in Unrestricted Subsidiaries pursuant to the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of at the net assets date of such Restricted Subsidiary attributable to designation of the Borrower’s equity therein at the time of or its Subsidiary’s (as applicable) Investment in such re-designationSubsidiary.

Designation of Subsidiaries. The Borrower may Parent may, at any time from and after the Closing Date Date, designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Default or Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to such designation, Parent shall be in compliance with the reclassification covenant 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 Investments inany such designation, Indebtedness of and Liens on Parent shall deliver to the assets of, Administrative Agent a certificate setting forth in reasonable detail the applicable Unrestricted Subsidiary), (ii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless calculations demonstrating 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02compliance) and (iii) subject to clause (ii) above, any subsidiary of if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary will be deemed to be an hereunder, such Restricted Subsidiary, together with all other Unrestricted SubsidiarySubsidiaries 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 most recent Test Period then ended. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Loan Party therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Subsidiary attributable to the Borrowerapplicable Loan Party’s investment therein (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated determined in good faith by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06Parent). 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Investment by the applicable Loan Party in Unrestricted Subsidiary as a Restricted Subsidiary, Subsidiaries pursuant to the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of at the net assets date of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time designation of such re-designationLoan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, no Borrower nor any direct or indirect parent company of any Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The (a) Subject to Section 6.14(b) below, the board of directors of the Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Unrestricted Subsidiary), (ii) 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the 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 net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, as applicable; provided that upon any re-designation of any or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default or Event of Default exists or would result therefrom; (ii) in the case of clause (x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, the Borrower or any Restricted Subsidiary, and (B) neither the Borrower nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary); and (iii) the Borrower shall be deemed to continue to have an Investment in compliance (on a Pro Forma Basis) with the resulting Restricted Subsidiary in an amount Financial Covenant as of the end of the most recent Test Period (as if positive) equal to (a) such designation had occurred on the Borrower’s “Investment” in such Restricted Subsidiary at the time first day of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designationTest Period).

Designation of Subsidiaries. (a) The Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (i) immediately after in the case of any such re-designationdesignation of a Restricted Subsidiary as an Unrestricted Subsidiary, no Event of Default exists (including the Borrower shall be in compliance with Section 7.14 after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Unrestricted Subsidiary)such designation, (ii) as the Borrower shall be in compliance with Section 7.27 after giving effect to such designation; (iii) in the case of the date any designation of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any a Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold , such Subsidiary is not an obligor under any Material Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries other Loan Party (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of being released as an obligor thereunder substantially simultaneously with its designation as an Unrestricted Subsidiary will be deemed hereunder); (iv) no Unmatured Default under Section 8.2, 8.5 or 8.6 and no Default shall exist after giving effect to be an Unrestricted Subsidiary. such designation; and (v) the Borrower shall deliver to the Administrative Agent a certificate, signed by the chief financial officer, controller or chief accounting officer of the Borrower, stating its election to make such designation and certifying that the applicable requirements of the foregoing clauses are satisfied. (b) The designation by the Borrower of any Subsidiary as an Unrestricted Subsidiary as provided above shall constitute an Investment by the 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 net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest Investment therein as reasonably estimated determined in good faith by the Borrower (and the Investment resulting from such designation shall only must otherwise be permitted to in compliance with Section 7.14 (as determined at the extent time of such Investment is permitted under Section 6.06designation). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such SubsidiarySubsidiary existing at such time, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, and the Borrower shall be deemed to continue to have an Investment deliver the materials specified in clauses (i), (ii) and (iii) of Section 7.16 concurrently with the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time effectiveness of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation.

Designation of Subsidiaries. The Parent Borrower may at any time after designate any Restricted Subsidiary of the Closing Date designate (or re-designate) any subsidiary Parent Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Unrestricted Subsidiary)Parent Borrower shall be in compliance, on a Pro Forma Basis, with the covenant set forth in Section 7.11 (ii) 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 date of the designation thereof, last four quarters ended) if then in effect and (iii) no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary) or hold any Indebtedness ” for the purpose of the Senior Notes Documents or any Lien on any property Subordinated Indebtedness with an aggregate outstanding principal amount in excess of the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted SubsidiaryThreshold Amount. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing 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 net assets of such Subsidiary attributable to the Parent Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) 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 6.06)therein. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Investment by the Parent Borrower in Unrestricted Subsidiary as a Restricted Subsidiary, Subsidiaries pursuant to the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value at the date of such designation of the net assets of such Restricted Subsidiary attributable to the Parent Borrower’s equity therein at the time of or its Restricted Subsidiary’s (as applicable) Investment in such re-designationSubsidiary.

Designation of Subsidiaries. The Lead Borrower may at any time after the Closing Date designate (or re-designatedesignate (including, any then existing or subsequently acquired or organized Subsidiary) (x) any subsidiary Restricted Subsidiary of any Borrower as an Unrestricted Subsidiary or (y) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Unrestricted Subsidiary)be continuing, (ii) no Borrower may be designated as an Unrestricted Subsidiary, (iii) as of the last date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock Equity Interests in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or any Loan Party or hold any Indebtedness of of, or any Lien on any property of the any Borrower or its Restricted Subsidiaries any Loan Party, (iv) the holder of any Indebtedness of any Unrestricted Subsidiary shall not have any recourse to any Borrower or any Loan Party with respect to such Indebtedness (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness is otherwise permitted under Section 6.01) or Liens in favor of such Unrestricted (v) any Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of previously designated as an Unrestricted Subsidiary will may not thereafter be deemed to be re-designated as an Unrestricted Subsidiary. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Borrowers therein at the date of designation in an amount equal to the portion (proportionate to such Borrower’s equity interest in such subsidiary) of the fair market value of the net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.066.04). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets Liens of such Restricted Subsidiary attributable to the Borrower’s equity therein existing at the time of such re-designationtime.

Designation of Subsidiaries. The board of directors (or equivalent governing body) of the Borrower may at any time after the Closing Date designate (or re-designateredesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Default or Event of Default exists (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) the Senior Secured Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such designation, would not exceed 5.80:1.00, (iii) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the ABL Facility or Senior Notes and (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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted SubsidiarySubsidiaries. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the 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 net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or grantingmaking, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable; provided that upon any a re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation. As of the Closing Date, the subsidiaries listed on Schedule 5.10 have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designateredesignate) any subsidiary Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any giving effect to such re-designation, no Default or Event of Default exists (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) in the case of a designation of any Restricted Subsidiary as of an Unrestricted Subsidiary, the date of Total Leverage Ratio, calculated on a Pro Forma Basis for the designation thereofmost recently ended Test Period, would not exceed 4.50:1.00, and (iii) after such designation, 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 the Restricted Subsidiaries (unless that would not then be permitted to be incurred by the Borrower or such the Restricted Subsidiary is permitted to incur Subsidiaries, as applicable (it being expressly understood and agreed that any such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will Lien shall be deemed to be an Unrestricted Subsidiaryhave been incurred or granted by the Borrower or the Restricted Subsidiaries, as applicable, on the date of such designation). The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the 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 net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is a Permitted Investment or is then permitted under Section 6.066.04(a)). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less minus (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation. As of the Closing Date, the Subsidiaries listed on Schedule 5.09 have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The By action of its board of directors, the Borrower may at any time after the Closing Date designate (any Restricted Subsidiary or re-designate) any subsidiary newly created or acquired Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designationdesignation on a pro forma basis, no Default or Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Unrestricted Subsidiary)Borrower shall be in compliance, on a pro forma basis, with the financial covenants set forth in Section 7.1, (iii) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer certifying as to the satisfaction of the conditions in clauses (i) and (ii) as of above and setting forth in reasonable detail the date of calculations necessary to determine compliance with the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock condition 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and (v) no Subsidiary of an Unrestricted Subsidiary will may be deemed to be an Unrestricted a Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the 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 net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) 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 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary incurrence at the time of such re-designationdesignation of any Investment, less Indebtedness or Liens of such Subsidiary existing at such time and (b) a return on any Investment by the portion of Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value of at the net assets date of such Restricted Subsidiary attributable to designation of the Borrower’s equity therein at the time of or its Restricted Subsidiary’s (as applicable) Investment in such re-designationSubsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after any such re-designationdesignation on a Pro Forma Basis, no Event of Default exists shall have occurred and be continuing, (including b) immediately after giving effect to such designation, the reclassification Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 6.12 and 6.13 recomputed as of Investments inthe last day of the most recent Test Period for which financial statements are available, (c) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Indebtedness of Holdings or the Borrower and Liens on the assets of(d) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the applicable Unrestricted Subsidiarysum of (A) the fair market value of assets of such Restricted Subsidiary as of such date of designation (the “Designation Date”), plus (iiB) the aggregate fair market value of assets of all Unrestricted Subsidiaries (in each case measured as of the date of the each such Unrestricted Subsidiary’s 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 shall not exceed 3.0% of or any Lien on any property the Consolidated Total Assets of the Borrower or and its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor as of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted SubsidiaryDesignation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the 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 net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) 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 6.06)investment therein. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Investment by the Borrower shall be deemed in Unrestricted Subsidiaries pursuant to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of at the net assets date of such Restricted Subsidiary attributable to designation of the Borrower’s equity therein at or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the time of such foregoing, any Unrestricted Subsidiary that has been re-designationdesignated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may at any time (a) Prior to the Acquisition Closing Date, the Borrower, and, after the Acquisition Closing Date Date, the Parent, may designate (or re-designate) any subsidiary Restricted Subsidiary (other than the Borrower or any Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Unrestricted Subsidiary), (ii) 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiarycontinuing. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date in accordance with this Section 5.13(a) shall constitute an Investment by the Parent, the Borrower (or its applicable the relevant Restricted Subsidiary) , as applicable, therein at the date of designation in an amount equal to the portion of the fair market value (as determined in good faith by the Borrower) of the net assets Investments held by the Parent, the Borrower and/or the applicable Restricted Subsidiaries in such Unrestricted Subsidiary immediately prior to such designation. Upon any such designation (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary pursuant to the definition of “Investment”), the Parent, 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 Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary in accordance with this Section 5.13 shall constitute the making, incurrence or granting, as applicable, by such Restricted Subsidiary at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary outstanding at such time (to the extent assumed). (b) Prior to the Acquisition Closing Date, the Borrower, and, after the Acquisition Closing Date, the Parent, may designate (or re-designate) any Restricted Subsidiary that is an Excluded Subsidiary as an Electing Guarantor. The Parent or the Borrower, as applicable, may designate (or re-designate) any Electing Guarantor as an Excluded Subsidiary; provided that (i) after giving effect to such release, such Restricted Subsidiary shall not be a guarantor of any Credit Agreement Refinancing Indebtedness, any Additional Term Notes, any Unrestricted Additional Term Notes or any Term Loan Exchange Notes, (ii) such redesignation shall constitute an Investment by the Parent, the Borrower or the relevant Restricted Subsidiary, as applicable; provided that upon any , therein at the date of designation in an amount equal to the fair market value (as determined in good faith by the Borrower) of the Investments held by the Parent, the Borrower and/or the applicable Restricted Subsidiaries in such Electing Guarantor immediately prior to such re-designation and such Investments shall otherwise be permitted hereunder and (iii) any Indebtedness or Liens of any Unrestricted such Restricted Subsidiary as a Restricted Subsidiary, the Borrower (after giving effect to such release) shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary be incurred at the time of such re-designation, less (b) the portion of the fair market value of the net assets of release by such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of Electing Guarantor and such re-designationincurrence shall otherwise be permitted hereunder.

Designation of Subsidiaries. The (a) Subject to Section 5.16(b) below, the board of directors of the Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Unrestricted Subsidiary), (ii) 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the 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 net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary existing at such time. Upon any such designation (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary pursuant to the definition of “Investment” included in the Available Amount), the Borrower and/or the applicable Restricted Subsidiaries shall receive a credit against the applicable clause in the definition of “Permitted Investments” that was utilized for the Investment in such Unrestricted Subsidiary for the fair market value of such Restricted Subsidiary at such time. Upon any designation of a Subsidiary as an Unrestricted Subsidiary, notwithstanding anything in any Loan Document to the contrary, the Facility Guarantee of such Subsidiary shall be automatically released. (b) The Borrower may not (x) designate any Restricted Subsidiary as applicable; provided that upon any re-designation of any an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time each case unless no Event of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation.Default exists or would result therefrom

Designation of Subsidiaries. The Lead Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Lead Borrower (or reother than the Co-designate) any subsidiary Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary); provided that (ia) immediately before and after any such re-designation, no Default or Event of Default exists shall have occurred and be continuing, (including b) immediately after giving effect to such designation, (i) the reclassification Lead Borrower could incur $1.00 of Investments in, Indebtedness of and Liens on the assets of, the applicable Unrestricted Subsidiary), Permitted Ratio Debt or (ii) as of the date of Fixed Charge Coverage Ratio would be no less than the designation thereofFixed Charge Coverage Ratio immediately prior to giving effect to such designation, (iii) no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary) or hold ” for the purpose of the Senior Notes, any Indebtedness of Junior Financing, any Incremental Equivalent Debt, any Refinancing Equivalent Debt, any Permitted Ratio Debt or any Lien on Permitted Refinancing of any property of the Borrower or its Restricted Subsidiaries foregoing and (unless the Borrower or such iv) no Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of may be designated an Unrestricted Subsidiary will be deemed to be if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Lead 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 net assets of such Subsidiary attributable to the Lead Borrower’s (or its applicable Restricted Subsidiary’sas applicable) 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 6.06)investment therein. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a Return on any re-designation of any Investment by the Lead Borrower in Unrestricted Subsidiary as a Restricted Subsidiary, Subsidiaries pursuant to the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of at the net assets date of such Restricted Subsidiary attributable to designation of the Borrower’s equity therein at the time of (as applicable) Investment in such re-designationSubsidiary.

Designation of Subsidiaries. The Borrower may (a) Any Financial Officer, on behalf of the Borrower, may, at any time from and after the Closing Date Effective Date, designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Default or Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Unrestricted Subsidiary)Borrower shall be in compliance with the covenants set forth in Section 6.11 on a pro forma basis, (iiiii) as of the date of the such designation thereofcomplies with Section 6.04, (iv) no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also may be designated as an Unrestricted SubsidiarySubsidiary if such Subsidiary guarantees any (A) or hold any Indebtedness of or any Lien on any property Debt Facility of the Borrower or its Restricted Subsidiaries any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (unless including the Borrower Debt Facility under the Revolving Credit Agreement) or such (B) any Capital Markets Debt, (v) no Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of may be designated as an Unrestricted Subsidiary will if it is a “Restricted Subsidiary” under the Revolving Credit Agreement and (vi) no Restricted Subsidiary may be deemed to be designated as an Unrestricted SubsidiarySubsidiary on more than two (2) occasions if it was previously designated as an Unrestricted Subsidiary (including any such designation as of the Effective Date). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower (or its the applicable Restricted Subsidiary) Subsidiary therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Subsidiary attributable to the Borrower’s (or its the applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such ’s Investment is permitted under Section 6.06)therein. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Investment by the Borrower shall be deemed to continue to have an Investment in or the resulting applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value at the date of such designation of the net assets Borrower’s or such Restricted Subsidiary’s Investment in such Subsidiary. (b) A designation of a Restricted Subsidiary as an Unrestricted Subsidiary shall automatically and unconditionally release such Restricted Subsidiary attributable from its guaranty of the Obligations (if any then exists) and it shall no longer constitute a Subsidiary Guarantor. The Borrower may, at its cost and expense, request that the Administrative Agent execute a separate guaranty release instrument to further evidence any guaranty release effected by this paragraph (b). (c) As of the Borrower’s equity therein at Effective Date, the time Borrower hereby designates each of such re-designationits Subsidiaries listed on Schedule 3.01 as an “Unrestricted Subsidiary” as an Unrestricted Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to such designation, the reclassification Total Leverage Ratio for the Test Period immediately preceding such designation for which financial statements have been, or were required to have been, delivered pursuant to Section 7.1 is less than or equal to 6.00 to 1.00 (calculated on a Pro Forma Basis) (and, as a condition precedent to the effectiveness of Investments inany such designation, Indebtedness the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of and Liens such test), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary or any of its Subsidiaries owns any Equity Interests of, or owns or holds any Lien on the assets any property of, the applicable Unrestricted Subsidiary), (ii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own Borrower or any Capital Stock in any other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated and (unless such Restricted iv) no Subsidiary is also may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary) ” for the purpose of the First Lien Term Facility, the Second Lien Term Facility, or hold any other Junior Financing or any other Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted SubsidiaryLoan Party. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value as determined by the Borrower in good faith of the net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) 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 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and a return on any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Investment by the Borrower shall be deemed in Unrestricted Subsidiaries pursuant to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of as determined by the net assets Borrower in good faith at the date of such Restricted Subsidiary attributable to designation of the Borrower’s equity therein at or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the time of such foregoing, any Unrestricted Subsidiary that has been re-designationdesignated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after designate any Restricted Subsidiary of the Closing Date designate (or re-designate) any subsidiary Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Unrestricted Subsidiary)Borrower shall be in compliance, on a Pro Forma Basis, with the covenant set forth in Section 7.11 (ii) 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 date last four quarters ended) if then in effect, and, as a condition precedent to the effectiveness of the designation thereofany such designation, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (unless such Restricted iii) no Subsidiary is also may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary) or hold ” for the purpose of any Indebtedness of Senior Notes Documents, the ABL Credit Agreement or any Lien on any property of the Borrower or its Restricted Subsidiaries Junior Financing, as applicable, and (unless the Borrower or such iv) no Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of may be designated an Unrestricted Subsidiary will be deemed to be if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the 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 net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) 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 6.06)therein. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Investment by the Borrower shall be deemed in Unrestricted Subsidiaries pursuant to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of at the net assets date of such Restricted Subsidiary attributable to designation of the Borrower’s equity therein at the time of or its Subsidiary’s (as applicable) Investment in such re-designationSubsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary (other than the Borrower or re-designateany Intermediate Parent) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after any such re-designationdesignation on a Pro Forma Basis, no Event of Default exists shall have occurred and be continuing, (including b) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation or redesignation, the applicable Unrestricted Subsidiary)Borrower shall be in compliance, (ii) on a Pro Forma Basis, with a Net First Lien Leverage Ratio of 4.00:1.00 recomputed as of the date last day of the designation thereof, most recent Test Period for which financial statements are available and (c) no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also may be designated as an Unrestricted Subsidiary) Subsidiary or hold any Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of continue as an Unrestricted Subsidiary will be deemed to be an Unrestricted if it is a “Restricted Subsidiary” for the purpose of any other Indebtedness of Holdings or the Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation (the “Designation Date”) in an amount equal to the portion of the fair market value of the net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) 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 6.06)investment therein. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Investment by the Borrower shall be deemed in Unrestricted Subsidiaries pursuant to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value at the Designation Date of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the time of such foregoing, any Unrestricted Subsidiary that has been re-designationdesignated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Lead Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Lead Borrower (or reother than the Co-designate) any subsidiary Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after any such re-designation, no Default or Event of Default exists shall have occurred and be continuing, (including b) immediately after giving effect to such designation, (i) the reclassification Lead Borrower could incur $1.00 of Investments in, Indebtedness of and Liens on the assets of, the applicable Unrestricted Subsidiary), Permitted Ratio Debt or (ii) as of the date of Fixed Charge Coverage Ratio would be no less than the designation thereofFixed Charge Coverage Ratio immediately prior to giving effect to such designation, (iii) no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary) or hold ” for the purpose of the Senior Notes, any Indebtedness of Junior Financing, any Incremental Equivalent Debt, any Refinancing Equivalent Debt, any Permitted Ratio Debt or any Lien on Permitted Refinancing of any property of the Borrower or its Restricted Subsidiaries foregoing and (unless the Borrower or such iv) no Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of may be designated an Unrestricted Subsidiary will be deemed to be if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Lead 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 net assets of such Subsidiary attributable to the Lead Borrower’s (or its applicable Restricted Subsidiary’sas applicable) 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 6.06)investment therein. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a Return on any re-designation of any Investment by the Lead Borrower in Unrestricted Subsidiary as a Restricted Subsidiary, Subsidiaries pursuant to the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of at the net assets date of such Restricted Subsidiary attributable to designation of the Borrower’s equity therein at the time of (as applicable) Investment in such re-designationSubsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Restatement Effective Date designate any Restricted Subsidiary (other than the Borrower or re-designateany Intermediate Parent) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after any such re-designationdesignation on a Pro Forma Basis, no Event of Default exists shall have occurred and be continuing, (including b) immediately after giving effect to such designation, the reclassification Borrower shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenants recomputed as of Investments inthe last day of the most recent Test Period for which financial statements are available, (c) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Indebtedness of Holdings or the Borrower and Liens on the assets of(d) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the applicable Unrestricted Subsidiarysum of (A) the fair market value of assets of such Restricted Subsidiary as of such date of designation (the “Designation Date”), plus (iiB) the aggregate fair market value of assets of all Unrestricted Subsidiaries (in each case measured as of the date of the each such Unrestricted Subsidiary’s 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 shall not exceed 5.0% of or any Lien on any property the Consolidated Total Assets of the Borrower or and its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor as of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted SubsidiaryDesignation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Restatement Effective Date shall constitute an Investment by the 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 net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) 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 6.06)investment therein. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Investment by the Borrower shall be deemed in Unrestricted Subsidiaries pursuant to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of at the net assets date of such Restricted Subsidiary attributable to designation of the Borrower’s equity therein at or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the time of such foregoing, any Unrestricted Subsidiary that has been re-designationdesignated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Parent Borrower may at any time after designate any Restricted Subsidiary of the Closing Date designate Parent Borrower (or re-designateother than a Borrower) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Unrestricted Subsidiary)Parent Borrower shall be in compliance, (ii) on a Pro Forma Basis, with the Financial Covenant, and, as a condition precedent to the effectiveness of any such designation, the date Parent Borrower shall deliver to the Administrative Agent in the case of the a designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any of a 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 , a certificate setting forth in reasonable detail the Borrower or its Restricted Subsidiaries (unless the Borrower or calculations demonstrating such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) compliance and (iii) such Subsidiary also shall have been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to clause the covenants) under any Permitted Ratio Debt, Incremental Equivalent Debt, Refinancing Notes or any Refinancing Loans, and any Permitted Refinancing Indebtedness of any of the foregoing (ii) aboveand successive Permitted Refinancing Indebtedness thereof), any subsidiary of an Unrestricted Subsidiary will be deemed in each case, to be an Unrestricted Subsidiarythe extent such concept exists therein. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing 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 net assets Parent Borrower’s or its Subsidiary’s (as applicable) Investment therein (including the aggregate (undiscounted) principal amount of any Indebtedness owed by such Subsidiary to any Loan Party or Restricted Subsidiary at the time of such designation). The Investment resulting from such designation must otherwise be in compliance with Section 6.04. The Parent Borrower may designate any Unrestricted Subsidiary attributable as a Restricted Subsidiary at any time by written notice to the Borrower’s Administrative 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 (or its applicable Restricted Subsidiary’sa) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under of Section 6.06)5.10. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, by the Parent Borrower at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Investment by the Parent Borrower in Unrestricted Subsidiary as a Restricted Subsidiary, Subsidiaries pursuant to the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary above in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value at the date of such designation of the net assets of such Restricted Subsidiary attributable to the Parent Borrower’s equity therein at the time of or its Subsidiary’s (as applicable) Investment in such re-designationSubsidiary (without giving effect to any write downs or write offs thereof).

Designation of Subsidiaries. The Borrower (a) Subject to Section 10.23(b), the board of directors of Nexstar Media may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary of Nexstar Media as an Unrestricted Subsidiary or any Subsidiary of Nexstar Media that is an Unrestricted Subsidiary as a Restricted Subsidiary; , provided that (i) immediately after any such that, notwithstanding the foregoing, none of the Intermediate Holding Companies or the Borrower may be re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Unrestricted Subsidiary), (ii) 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Restricted Subsidiary of Nexstar Media as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein Covenant Entity at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Subsidiary attributable to the BorrowerCovenant Entity’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of Nexstar Media shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary, Subsidiary existing at such time. (b) Nexstar Media may not (x) designate any Restricted Subsidiary as applicable; provided that upon any re-designation of any an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Event of Default shall have occurred and be continuing or would result therefrom; (ii) in the Borrower case of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media, any other Holding Company, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuances; and (iii) the Consolidated Group Entities shall be deemed to continue to have an Investment in compliance (on a Pro Forma Basis) with the resulting Restricted Subsidiary in an amount Financial Covenant as of the end of the most recent Test Period (as if positive) equal to (a) such designation had occurred on the Borrower’s “Investment” in such Restricted Subsidiary at the time first day of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designationTest Period).

Designation of Subsidiaries. The Borrower may (a) Any Financial Officer, on behalf of the Borrower, may, at any time from and after the Closing Date Effective Date, designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Default or Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Unrestricted Subsidiary)Borrower shall be in compliance with the covenants set forth in Section 6.11 on a pro forma basis, (iiiii) as of the date of the such designation thereofcomplies with Section 6.04, (iv) no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also may be designated as an Unrestricted SubsidiarySubsidiary and if such Subsidiary guarantees any (A) or hold any Indebtedness of or any Lien on any property Debt Facility of the Borrower or its Restricted Subsidiaries any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater or (unless the Borrower or such B) any Capital Markets Debt and (v) no Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of may be designated as an Unrestricted Subsidiary will be deemed to be on more than two (2) occasions if it was previously designated as an Unrestricted SubsidiarySubsidiary (including any such designation as of the Effective Date). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower (or its the applicable Restricted Subsidiary) Subsidiary therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Subsidiary attributable to the Borrower’s (or its the applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such ’s Investment is permitted under Section 6.06)therein. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Investment by the Borrower shall be deemed to continue to have an Investment in or the resulting applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value at the date of such designation of the net assets Borrower’s or such Restricted Subsidiary’s Investment in such Subsidiary. (b) A designation of a Restricted Subsidiary as an Unrestricted Subsidiary shall automatically and unconditionally release such Restricted Subsidiary attributable from its guaranty of the Obligations (if any then exists) and it shall no longer constitute a Subsidiary Guarantor. The Borrower may, at its cost and expense, request that the Administrative Agent execute a separate guaranty release instrument to further evidence any guaranty release effected by this paragraph (b). (c) As of the Borrower’s equity therein at Effective Date, the time Borrower hereby designates each of such re-designationits Subsidiaries listed on Schedule 3.01 as an “Unrestricted Subsidiary” as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (i1) immediately before and after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Unrestricted Subsidiary)be continuing, (ii2) as of the date of the designation thereofan Investment in such amount would be permitted at such time, (3) no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary) ” for the purpose of any Permitted First Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, Incremental Equivalent Debt, Permitted Ratio Debt, Indebtedness under the Second Lien Credit Agreement (including any Second Lien Incremental Term Loans), Second Lien Incremental Equivalent Debt, Second Lien Credit Agreement Refinancing Indebtedness or hold Permitted Refinancing of any Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries foregoing (unless in case of any unsecured Indebtedness, in excess of the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02Threshold Amount) and (iii4) subject to clause (ii) above, any subsidiary of no Restricted Subsidiary may be designated an Unrestricted Subsidiary will be deemed to be if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value as determined in good faith by the Borrower of the net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) 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 6.06)therein. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a Return on any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Investment by the Borrower shall be deemed in Unrestricted Subsidiaries pursuant to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of as determined in good faith by the net assets Borrower at the date of such Restricted Subsidiary attributable to designation of the Borrower’s equity therein at or its Subsidiary’s (as applicable) Investment in such Subsidiary; provided that in no event shall any such Return on any Investment by the time Borrower in an Unrestricted Subsidiary be duplicative of such re-designationany Return that increases the Cumulative Credit pursuant to the definition thereof.

Designation of Subsidiaries. The board of directors (or equivalent governing body) of the Borrower may at any time after the Closing Date designate (or re-designateredesignate) any subsidiary Subsidiary (or in connection with any contemplated Investment, a Person that upon such Investment and but for designation as an Unrestricted Subsidiary would be a Restricted Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Default or Event of Default exists shall have occurred and be continuing (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) the Borrower shall be in pro forma compliance with Article VI hereof, (iii) 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 Subsidiaries, and (iv) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any item of material Intellectual Property unless such Intellectual Property is no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and the Restricted Subsidiaries, as determined in the exercise of the Borrower’s or such the applicable Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary’s reasonable business judgment. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the 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 net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.067.6). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Investments of such Subsidiary, as applicableIndebtedness of such Subsidiary, and Liens on the assets of such Subsidiary existing at such time; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation.

Designation of Subsidiaries. The Borrower Holdings may at any time after the Closing Date designate (or re-designate) any subsidiary Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately after any except to the extent such designation (or re-designation) is made utilizing Section 6.6(x), the Payment Conditions have been satisfied, (ii) no Event Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of Default exists the Second Lien Secured Notes Documents, (including iii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Unrestricted Subsidiary), (ii) as of the date of the designation thereofany such designation, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of Holdings, and (iv) in the Borrower (unless such Restricted Subsidiary event that a Loan Party is also designated as an Unrestricted Subsidiary) Subsidiary (or hold any Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries (unless the Borrower or such re-designated from a Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary) then Borrowers shall have, prior to such designation or re-designation (as the case may be), delivered to Agent an updated Borrowing Base Certificate that reflects the removal of the applicable assets from the Borrowing Base. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Holdings therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) Holdings’ equity interest therein (whether direct or indirect) as reasonably estimated by the Borrower Holdings (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.066.6). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, granting as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower Holdings shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s Holdings’ “Investment” in such Restricted Subsidiary subsidiary as calculated at the time of such re-designationdesignated as a Restricted Subsidiary, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s Holdings’ equity therein (whether direct or indirect) as reasonably estimated by the Borrowers at the time of such re-designation.

Designation of Subsidiaries. The Borrower may at any time after designate any direct or indirect Subsidiary of the Closing Date designate (or re-designate) any subsidiary Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by delivering to the Administrative Agent a certificate of a Financial Officer of the Borrower specifying such designation and certifying that the conditions to such designation set forth in this Section 5.16 are satisfied; provided that that: (ia) both immediately before and immediately after any such re-designation, no Event of Default exists shall have occurred and be continuing or would result therefrom; (including after giving effect to b) in the reclassification case of Investments in, Indebtedness a designation of and Liens on the assets of, the applicable Unrestricted Subsidiary), (ii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary a direct or indirect subsidiary of the Borrower (unless as an Unrestricted Subsidiary, each direct or indirect subsidiary of such Restricted Subsidiary is also subsidiary has been, or concurrently therewith will be, designated as an Unrestricted SubsidiarySubsidiary in accordance with this Section 5.16; and (c) no direct or hold any Indebtedness of or any Lien on any property indirect subsidiary of the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of may be designated as an Unrestricted Subsidiary will if, after such designation, it would be deemed to be an Unrestricted a “Restricted Subsidiary” (or similar term) for the purpose of any Material Indebtedness of any Loan Party. The designation of any Subsidiary direct or indirect subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at in such subsidiary on the date of designation in an amount equal to the portion of the fair market value of the net assets Borrower’s or its Subsidiary’s (as applicable) Investment therein (as determined reasonably and in good faith by a Financial Officer of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien and Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Investment by the Borrower in such Unrestricted Subsidiary as a Restricted Subsidiary, pursuant to the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of at the net assets date of such Restricted Subsidiary attributable to designation of the Borrower’s equity therein at or its Subsidiary’s (as applicable) Investment in such Unrestricted Subsidiary (in an amount not to exceed the time amount of the original Investment of the Borrower and its Subsidiaries in such re-designationUnrestricted Subsidiary).

Designation of Subsidiaries. The Borrower may at any time after the Closing Effective Date designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Unrestricted Subsidiary)be continuing or would result therefrom, (ii) 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 may be designated as an Unrestricted Subsidiary) Subsidiary or hold any Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such continue as an Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) if it is a “Restricted Subsidiary” for the purpose of any Material Indebtedness and (iii) subject to clause (ii) above, any subsidiary of no Subsidiary may be designated as an Unrestricted Subsidiary will be deemed if the value of ABL Priority Collateral held by such Subsidiaries so designated exceeds $30,000,000 in any given calendar year unless the Borrower shall have delivered an updated Borrowing Base Certificate giving pro forma effect to be an Unrestricted Subsidiarysuch designation on or prior to the date thereof. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion Fair Market Value of the fair market value of the net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) 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 6.06)investment therein. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Investment by the Borrower shall be deemed in Unrestricted Subsidiaries pursuant to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Fair Market Value at the date of such designation of the Borrower’s “Investment” or its Subsidiary’s (as applicable) Investment in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designationSubsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately after any giving effect to such designation (or re-designation), no Event of Default exists (including after giving effect to the reclassification of Investments any Investment in, Indebtedness of and Liens and/or Lien on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (iib) immediately after giving effect to such designation (or re-designation), the Borrower is in compliance with Section 6.10(a) and Section 6.10(b) on a Pro Forma Basis as of the last day of the most recently ended Test Period, (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary owns any Material Intellectual Property as of the date of such designation and (d) 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary). The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the 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 net assets of such Subsidiary subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Subsidiarysubsidiary, as applicable; provided that that, upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower (or its applicable Restricted Subsidiary) shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s (or its applicable Restricted Subsidiary’s) “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity therein at the time of such re-designationdesignation as estimated by the Borrower in good faith.

Designation of Subsidiaries. The (a) Subject to clauses (b) and (c) below, the Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Unrestricted Subsidiary), (ii) 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the 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 net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary existing at such time. (b) The Borrower may not (i) designate any Restricted Subsidiary as an Unrestricted Subsidiary, as applicable; provided that upon any re-designation of any or (ii) designate an Unrestricted Subsidiary as a Restricted Subsidiary, the in each case unless, immediately after giving effect to such designation, no Event of Default shall have occurred or be continuing. (i) The Borrower shall be deemed to continue to have an Investment in the resulting may not designate a Restricted Subsidiary in as an amount (if positive) equal to (a) the Borrower’s “Investment” in Unrestricted Subsidiary unless such Restricted Subsidiary at does not own, or hold an exclusive license to, any IP Rights, in each case, that is material to the time business of the Borrower and its Restricted Subsidiaries, taken as a whole, and (ii) the Borrower and its Restricted Subsidiaries shall not be permitted to transfer to any Unrestricted Subsidiary legal or beneficial ownership of, or an exclusive license to, any IP Rights, in each case, that is material to the business of the Borrower and its Restricted Subsidiaries, taken as a whole; provided that the foregoing shall not be deemed or interpreted to restrict any exclusive licenses granted to such Unrestricted Subsidiary for a legitimate business purpose that is only exclusive with respect to a particular type or field (or types or fields) of usage or a certain territory or group of territories, in each case that does not effectively result in the transfer of beneficial ownership of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designationIP Rights.

Designation of Subsidiaries. The Borrower Company may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (ia) immediately before and after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Unrestricted Subsidiary)be continuing, (iib) as in the case of the date a designation of the designation thereof, no Unrestricted a 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by in the 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 net assets of such Subsidiary attributable would be permitted at such time, (c) immediately before and after giving effect to any such designation, the Borrower’s Loan Parties shall be in compliance with the financial covenant set forth in Section 8.11 (or its applicable irrespective of whether such covenant is otherwise applicable) on a Pro Forma Basis (and the Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating compliance with the foregoing) and (d) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary’s) equity interest therein as reasonably estimated by ” for the Borrower (and such designation shall only be permitted to the extent such Investment is permitted purpose of any Permitted First Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, Permitted Unsecured Refinancing Debt or any Indebtedness incurred under Section 6.068.03(f). 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Investment by the Company in Unrestricted Subsidiary as a Restricted Subsidiary, Subsidiaries pursuant to the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value as determined in good faith by the Company at the date of such designation of the net assets Company’s or its Subsidiary’s (as applicable) Investment in such Subsidiary; provided that in no event shall any such return on any Investment by the Company in an Unrestricted Subsidiary be duplicative of such Restricted Subsidiary attributable any return that increases the Available Amount pursuant to the Borrower’s equity therein at the time of such re-designationdefinition thereof.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately after any giving effect to such designation (or re-designation), no Event of Default exists (including after giving effect to the reclassification of Investments any Investment in, Indebtedness of and Liens and/or Lien on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (iib) immediately after giving effect to such designation (or re-designation), the Borrower is in compliance with Section 6.10(a), Section 6.10(b) and Section 6.10(c) on a Pro Forma Basis as of the last day of the most recently ended Test Period, (c) no Restricted Subsidiary may be designated (or re-designated) as an Unrestricted Subsidiary if, as of the date of the designation, thereof such Restricted Subsidiary owns or is the exclusive licensee of or, immediately after giving effect to such designation (or re-designation), will own or be the exclusive licensee of, any Material Intellectual Property and (d) 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary). The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the 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 net assets of such Subsidiary subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Subsidiarysubsidiary, as applicable; provided that that, upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower (or its applicable Restricted Subsidiary) shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s (or its applicable Restricted Subsidiary’s) “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity therein at the time of such re-designationdesignation as estimated by the Borrower in good faith.

Designation of Subsidiaries. (a) The Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary (other than the Borrower and the Company) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such designation or re-designation, no Event of Default exists shall have occurred and be continuing and (including ii) the Borrower could incur $1.00 of Ratio Debt or the Total Net Leverage Ratio would be not less than the Total Net Leverage Ratio immediately prior to such redesignation computed, in each case, on a Pro Forma Basis immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Unrestricted Subsidiary), (ii) such re-designation as of the date Applicable Date of the designation thereof, no Determination of any Unrestricted Subsidiary shall own any Capital Stock in any as a 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date in accordance with this Section 5.13(a) shall constitute an Investment by the Borrower (or its applicable the relevant Restricted Subsidiary) , as applicable, therein at the date of designation in an amount equal to the portion of the fair market value (as determined in good faith by the Borrower) of the net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated Investments held by the Borrower (and and/or the applicable Restricted Subsidiaries in such Unrestricted Subsidiary immediately prior to such designation. Upon any such designation shall only be permitted (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary pursuant to the extent definition 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 Investment is permitted under Section 6.06)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 the making, incurrence or granting, as applicable, by such Restricted Subsidiary at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary outstanding at such time (to the extent assumed). (b) The Borrower may designate (or re-designate) any Restricted Subsidiary that is an Excluded Subsidiary as an Electing Guarantor. The Borrower may designate (or re-designate) any Electing Guarantor as an Excluded Subsidiary; provided that (i) after giving effect to such release, such Restricted Subsidiary shall not be a guarantor of the Second Lien Term Loans, any Credit Agreement Refinancing Indebtedness, any Additional Term Notes, any Unrestricted Additional Term Notes or any Term Loan Exchange Notes, (ii) such redesignation shall constitute an Investment by the Borrower or the relevant Restricted Subsidiary, as applicable; provided that upon any , therein at the date of designation in an amount equal to the fair market value (as determined in good faith by the Borrower) of the Investments held by the Borrower and/or the applicable Restricted Subsidiaries in such Electing Guarantor immediately prior to such re-designation and such Investments shall otherwise be permitted hereunder and (iii) any Indebtedness or Liens of any Unrestricted such Restricted Subsidiary as a Restricted Subsidiary, the Borrower (after giving effect to such release) shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary be incurred at the time of such re-designation, less (b) the portion of the fair market value of the net assets of release by such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of Electing Guarantor and such re-designationincurrence shall otherwise be permitted hereunder.

Designation of Subsidiaries. The Borrower Parent may at any time after the Closing Date designate (or re-designate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Unrestricted Subsidiary), (ii) as of the date of designation (or re-designation) of any subsidiary as an Unrestricted Subsidiary (a) no Event of Default shall have occurred and be continuing, (b) the designation thereofParent shall be compliant, on a Pro Forma Basis, with the Financial Covenant or (c) no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower Parent (unless such Restricted Subsidiary is also designated as an Unrestricted SubsidiarySubsidiary 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 the Borrower Parent or its Restricted Subsidiaries (unless the Borrower Parent or such Restricted Subsidiary is permitted hereunder to incur such Indebtedness or Liens grant such Lien in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary). The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Parent therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Subsidiary subsidiary attributable to the BorrowerParent’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower Parent in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or grantingmaking, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Subsidiarysubsidiary, as applicable; provided that upon any a re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower Parent shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the BorrowerParent’s “Investment” in such Restricted Subsidiary at the time of such re-designation, designation less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the BorrowerParent’s equity therein at the time of such re-designation. As of the Closing Date, the subsidiaries listed on Schedule 5.10 hereto have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The Borrower board of directors of Holdings may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Unrestricted Subsidiary)be continuing, (ii) the Borrower may not be designated as an Unrestricted Subsidiary, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the date of the designation thereofTerm Loan Documents, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) no Unrestricted Subsidiary shall own any Capital Stock Equity Interests in any Restricted Subsidiary of the Borrower (unless such Restricted vi) no Unrestricted Subsidiary is also designated as an Unrestricted Subsidiary) or shall hold any Indebtedness of of, or any Lien on any property of of, the Borrower or any Restricted Subsidiary, (vii) no Unrestricted Subsidiary shall be a party to any transaction or arrangement with the Borrower and its Restricted Subsidiaries that would not be permitted by Section 7.08, and (unless the Borrower viii) none of Holdings or such any of its Restricted Subsidiary is permitted Subsidiaries shall have any obligation to incur such Indebtedness or Liens in favor subscribe for additional Equity Interests of such any Unrestricted Subsidiary pursuant or to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, preserve or maintain the financial condition of any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or Holdings and its applicable Restricted Subsidiary) Subsidiaries therein at the date of designation in an amount equal to the portion of the fair market net book value of the net assets of Holdings’ or such Subsidiary attributable to the BorrowerRestricted Subsidiary’s (or its applicable Restricted Subsidiary’sas applicable) 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 6.06)investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the existing at such time. The Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion cause each of the fair market value of the net assets of such Restricted Subsidiary attributable Subsidiaries and Unrestricted Subsidiaries to the Borrower’s equity therein at the time of such re-designationsatisfy customary corporate and other formalities.

Designation of Subsidiaries. The Borrower may at designate any time after the Closing Date designate (or re-designate) any subsidiary of its Subsidiaries as an Unrestricted Subsidiary or any of its Unrestricted Subsidiary Subsidiaries as a Restricted Subsidiary; provided that that: (a) (i) immediately after any such re-designation, no Event of Default exists (including before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and (ii) immediately after giving effect to such designation, the reclassification Total Net Leverage Ratio shall not exceed 3.00 to 1.00 on a Pro Forma Basis; (b) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a party to any agreement, contract, arrangement or understanding with the Borrower or any of Investments inits Restricted Subsidiaries that would not be permitted to be entered into pursuant to Section 6.08; (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Material Indebtedness or any Restricted Indebtedness; and (d) neither the Borrower nor any of its Restricted Subsidiaries may at any time (i) provide a guarantee of, or similar credit support to, any Indebtedness of and Liens on the assets ofsuch Unrestricted Subsidiary (including any undertaking, the applicable Unrestricted Subsidiaryagreement or instrument evidencing such Indebtedness), (ii) 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) be directly or hold indirectly liable for any Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and or (iii) subject be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to clause (iibe accelerated or payable prior to its final scheduled maturity) above, upon the occurrence of a default with respect to any subsidiary other Indebtedness that is Indebtedness of an such Unrestricted Subsidiary will be deemed (including any corresponding right to be an Unrestricted take enforcement action against such Subsidiary. The ); Any designation of any a Restricted Subsidiary as an Unrestricted Subsidiary shall constitute be deemed an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation under Section 6.04 in an amount equal to the portion of the fair market value of the net assets Subsidiary so designated and any such designation shall be evidenced by providing notice to the Administrative Agent of such Subsidiary attributable to the copy of the resolution of the Borrower’s board of directors (or its applicable Restricted Subsidiary’sduly authorized committee thereof) equity interest therein as reasonably estimated by the Borrower (and giving effect to such designation shall only be permitted to and a certificate of an Authorized Officer certifying that such designation complies with the extent such Investment is permitted under Section 6.06)foregoing requirements. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Investment by the Borrower shall be deemed in such Subsidiary pursuant to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of at the net assets date of such Restricted Subsidiary attributable to designation of the Borrower’s equity therein at the time of Investment in such re-designationSubsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designateredesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately after any giving effect to such re-designation, no Event of Default exists (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) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Credit Agreement and (iii) 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or grant such Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 6 01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary6 02). The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the 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 net assets of such Subsidiary subsidiary (and, for the avoidance of doubt, its subsidiaries) attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Subsidiarysubsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation.

Designation of Subsidiaries. The Borrower may at any time after the Closing Effective Date designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) that immediately after any such re-designationdesignation on a Pro Forma Basis, no Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments insuch designation, Indebtedness of and Liens on the assets ofa Pro Forma Basis, the applicable Unrestricted Subsidiary), Total Net Leverage Ratio shall not exceed 4.00 to 1.00 for the most recently ended Test Period and (iiiii) 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 may be designated as an Unrestricted Subsidiary) Subsidiary or hold any Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of continue as an Unrestricted Subsidiary will be deemed to be an Unrestricted if it is a “Restricted Subsidiary” for the purpose of any other Material Indebtedness of Holdings or the Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion Fair Market Value of the fair market value of the net assets of such Subsidiary attributable to the Borrower’s or their respective subsidiaries’ (or its applicable Restricted Subsidiary’sas applicable) 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 6.06)investment therein. 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 Lien Liens of such Subsidiary, Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Borrower’s or its Subsidiaries’ (as applicable; provided ) Investment in such Subsidiary. Notwithstanding the foregoing, (i) no Loan Party shall sell, transfer or dispose of, or grant an exclusive license of, Intellectual Property that upon any re-the Borrower determines in good faith is material to ongoing business of Holdings and its Restricted Subsidiaries taken as a whole (“Material Intellectual Property”) to an Unrestricted Subsidiary (whether by way of an investment, asset sale or other transfer or by the designation of any Unrestricted a Restricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designationunrestricted subsidiary).

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Unrestricted Subsidiary)Leverage Ratio for the Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 7.1(a) or (b) is less than or equal to 5.0:1.0 (calculated on a Pro Forma Basis) (and, (ii) as a condition precedent to the effectiveness of the date of the designation thereofany such designation, 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 shall deliver to the Borrower or its Restricted Subsidiaries (unless Administrative Agent a certificate setting forth in reasonable detail the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor calculations demonstrating satisfaction of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02test) and (iii) subject to clause (ii) above, any subsidiary of no Subsidiary may be designated as an Unrestricted Subsidiary will if, after such designation, it would be deemed to be an Unrestricted a “Restricted Subsidiary” for the purpose of any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion Fair Market Value as determined by the Borrower in good faith of the fair market value of the net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) 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 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary existing at such time and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value as determined by the Borrower in good faith at the date of such designation of the Borrower’s or its Subsidiary, ’s (as applicable; provided that upon any re-designation of ) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary as that has been re-designated a Restricted Subsidiary, the Borrower shall Subsidiary may not be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such subsequently re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designationdesignated as an Unrestricted Subsidiary.

Designation of Subsidiaries. (a) The Board of Directors of the Parent Borrower may at any time after the Closing Date designate any Restricted Subsidiary (or re-designateother than any Borrower) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Agent; provided provided, that (i) immediately before and after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Unrestricted Subsidiary)be continuing, (ii) 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 may be designated as an Unrestricted Subsidiary) or hold Subsidiary if after such designation it would be a “restricted subsidiary” for the purpose of any Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) other Material Debt and (iii) subject to clause immediately before and after such designation, the Payment Conditions shall be satisfied. (iib) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary 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 net assets of such Subsidiary attributable to the Parent Borrower’s (or its applicable Restricted Subsidiary’s) equity interest Investment therein as reasonably estimated determined in good faith by the Borrower (Representative and the Investment resulting from such designation shall only must otherwise be permitted to in compliance with Section 6.7 (as determined at the extent time of such Investment is permitted under Section 6.06designation). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary existing at such time and a return on any Investment by the Parent Borrower in such Unrestricted Subsidiary; provided, as applicable; provided that upon any re-designation (i) solely for the purpose of calculating the outstanding amounts of Investments under Section 6.7 made in respect of any Unrestricted Subsidiary being redesignated as a Restricted Subsidiary, upon such redesignation the Parent Borrower shall be deemed to continue to have an outstanding Investment in the resulting Restricted such Subsidiary in an amount (if positive) equal to (a) the Parent Borrower’s “Investment” Investment in such Restricted Subsidiary at the time of such re-designation, redesignation less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-redesignation attributable to the Parent Borrower’s ownership of such Subsidiary and (ii) solely for purposes of Section 5.9(c) and the Security Documents, any Unrestricted Subsidiary designated as a Restricted Subsidiary shall be deemed to have been acquired on the date of such designation. Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Borrower Representative.

Designation of Subsidiaries. The Parent Borrower may at any time after the Closing Escrow Release Date designate any Restricted Subsidiary (or reother than a Co-designateBorrower) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Unrestricted Subsidiary)be continuing, (ii) as at the time of such designation and after giving pro forma effect thereto, the date of the designation thereof, Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary) or hold ” for the purpose of the ABL Facility, Permitted Ratio Debt, Permitted Notes, any Credit Agreement Refinancing Indebtedness of or any Lien on any property of the Junior Financing, as applicable. The Parent Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will shall be deemed to be an have designated the entities comprising PDC and their Subsidiaries as Unrestricted SubsidiarySubsidiaries effective on the Escrow Release Date. The 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 its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion Fair Market Value of the fair market value of the net assets of such Subsidiary attributable to the Parent Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein investment therein. Other than with respect to Subsidiaries designated as reasonably estimated by Unrestricted Subsidiaries on the Borrower (and such designation shall only be permitted to Escrow Release Date, the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-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 any Unrestricted Subsidiary as a Restricted the Parent Borrower’s Investment in such Subsidiary, . The amount of the Borrower shall be deemed to continue to have an Parent Borrower’s Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary entities constituting PDC at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted designation as an Unrestricted Subsidiary attributable to the Borrower’s equity therein and at the time of such re-designationany 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 Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Default or Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Borrower and its Subsidiaries shall be in compliance, on a pro forma basis, with the Financial Covenants as of the end of the most recently ended Measurement Period, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if after giving effect to such designation, it would be a “Restricted Subsidiary” under any Subordinated Debt or any Debt incurred pursuant to Sections 7.03(h) or (i), (iiiv) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock Equity Interests in the Borrower or any Restricted of its Subsidiaries, except for Equity Interests in other Unrestricted Subsidiaries, (v) in no event shall any Unrestricted Subsidiary own any intellectual property that is material to the business of the Borrower and any of its Subsidiaries, taken as a whole, and (unless vi) as a condition precedent to the effectiveness of any such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property of designation, the Borrower or its Restricted Subsidiaries shall deliver to Administrative Agent a certificate signed by a Responsible Officer setting forth and certifying as to compliance with the foregoing. (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02b) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the relevant Subsidiary (or its applicable Restricted Subsidiaryas applicable) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets Fair Market Value of such Subsidiary attributable to the BorrowerPerson’s (or its applicable Restricted Subsidiary’sas applicable) equity interest Investment therein as reasonably estimated by and the Borrower (and Investment resulting from such designation shall only must otherwise be permitted to the extent such Investment is in compliance with and permitted under Section 6.067.02(i). . (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness Debt or Lien Liens of such SubsidiaryPerson existing at such time (and, if such Investment, Debt, or Liens are not permitted to be incurred as applicableof such date under this Section 6.19, the Borrower shall be in Default of this covenant); provided that upon any a re-designation of any such Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted a Subsidiary in an amount (if positive) equal to (a) the book value of Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation. Notwithstanding the foregoing, less (b) the portion of the fair market value of the net assets of such Restricted any Unrestricted Subsidiary attributable to the Borrower’s equity therein at the time of such that has been re-designationdesignated a Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designateredesignate) any subsidiary Subsidiary as an Unrestricted Subsidiary (other than the Everi Payments Inc. or Everi Games Holdings Inc.) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after any such re-designation, no Event of Default exists or would result therefrom (including after giving effect to the reclassification of Investments in, Indebtedness of of, and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (iib) 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 may be designated as an Unrestricted Subsidiary) or hold Subsidiary if such Subsidiary is a “restricted subsidiary” under any material Indebtedness of or any Lien on any property for borrowed money of the Borrower or its Restricted Subsidiaries (unless the Borrower or such any Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02(including the Senior Unsecured Notes), (c) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The the designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein Subsidiary at the date of designation in an amount equal to the portion of the fair market value Fair Market Value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) ’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 6.068.02), (d) (x) the Borrower shall be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, (e) neither the Borrower nor any of its Restricted Subsidiaries shall be a guarantor or obligor in respect of any Indebtedness of such Unrestricted Subsidiary or any of its Subsidiaries, (f) neither such Unrestricted Subsidiary nor any of its Subsidiaries shall hold any Indebtedness or Equity Interests of, or any Lien on the assets of, the Borrower or any of its Restricted Subsidiaries, (g) no Unrestricted Subsidiary may own, and neither the Borrower nor any Restricted Subsidiary may transfer to or exclusively license to any Unrestricted Subsidiary, any intellectual property material to the businesses of the Borrower and its Subsidiaries and (h) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the provisions of the immediately succeeding paragraph shall be satisfied. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or grantingmaking, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designateredesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately after any giving effect to such re-designation, no Event of Default exists (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), (iib) after giving effect to such designation or re-designation, the Secured Leverage Ratio shall not exceed 7.50:1.00 on a Pro Forma Basis as of the last day of the most recently ended Test Period and (c) 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary). The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the 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 net assets of such Subsidiary subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.066.05). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Subsidiarysubsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation.

Designation of Subsidiaries. The Borrower may may, at any time after the Closing Date Date, designate (or re-designate) any subsidiary Restricted Subsidiary of the Borrower as an any Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by providing written notice thereof to the Administrative Agent; provided that (ia) immediately after any such re-designation, no Event of Default exists (including prior to and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; and (b) in the reclassification case of Investments inany designation of a Restricted Subsidiary as an Unrestricted Subsidiary, (i) any Subsidiary so designated does not, directly, indirectly or beneficially own any Capital Stock or Indebtedness of and Liens of, or own or hold any Lien on the any property or assets of, the applicable Borrower or any of its Restricted Subsidiaries, (ii) neither the Borrower nor any of its Restricted Subsidiaries shall at any time be directly or indirectly liable for any Indebtedness that permits the holder thereof to (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any indebtedness, lien or other obligations of any Unrestricted Subsidiary (including the right to take enforcement action against such Unrestricted Subsidiary), (ii) 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The such designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at on the date of such designation in an Unrestricted Subsidiary in an amount equal to the portion sum of (x) the fair market value of the net assets equity interest in the Subsidiary to be designated as an Unrestricted Subsidiary held by any Credit Party or Restricted Subsidiary (without duplication) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary attributable to any Credit Party or Restricted Subsidiary immediately prior to such designation, and (iv) such Subsidiary shall have been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to the Borrower’s covenants) under (or its applicable I) the Senior Unsecured Notes Indenture and all Permitted Refinancings in respect thereof and (II) the Senior Subordinated Notes Indenture and all Permitted Refinancings in respect thereof, (c) no Unrestricted Subsidiary that has been designated as a Restricted Subsidiary pursuant to this Section 9.19 may again be designated as an Unrestricted 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 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, by such Subsidiary at the time of designation of any then-existing InvestmentInvestments, Indebtedness or Lien Liens of such Subsidiary existing at such time, and (d) during the Permitted Tax Distribution Period, neither Knology nor any of its Subsidiaries may be designated as an Unrestricted Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the Total Net Leverage shall not exceed the lesser of (a) 3.50 to 1:00 and (b) the then-applicable Unrestricted Subsidiary)Total Net Leverage required to be 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, (iiiii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Incremental Equivalent Debt or any Permitted Refinancing of any of the foregoing, as applicable, and (iv) at no time may any Unrestricted Subsidiary (x) own any IP Rights that are used in the operation of the businesses of the Borrower and its Restricted Subsidiaries or (y) as of the date last day of the designation thereofmost recently ended Test Period, no when taken together with all other Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary 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 (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary2) or hold any Indebtedness own assets representing more than 1.0% of or any Lien on any property the total assets of the Borrower or and its Restricted Subsidiaries (unless on a consolidated basis at the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor end of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiaryperiod. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value (as determined in good faith by the Borrower) of the net assets of such Subsidiary attributable to the Borrower’s (or its applicable 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’s) equity interest therein as reasonably estimated by the Borrower (and Subsidiary immediately prior to such designation). The Investment resulting from such designation shall only must otherwise be permitted to the extent such Investment is permitted under in compliance with Section 6.06)7.02. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, by the Borrower at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Investment by the Borrower shall be deemed in Unrestricted Subsidiaries pursuant to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of (as determined in good faith by the net assets Borrower) at the date of such Restricted Subsidiary attributable to designation of the Borrower’s equity therein at the time of or its Subsidiary’s (as applicable) Investment in such re-designationSubsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Effective Date designate (or subsequently re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary (other than any Subsidiary that owns, directly or indirectly, any Equity Interests of, or holds a Lien on, any Loan Party or any Restricted Subsidiary that is not being designated as an Unrestricted Subsidiary) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately before and after giving effect to such designation on a pro forma basis, (i) immediately after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Unrestricted Subsidiary), be continuing or would result therefrom and (ii) as of the date of Total Net Cash Leverage Ratio would not exceed 7.00:1.00; provided further that to the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in 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 (unless taken as a whole), no such Restricted Subsidiary is also may be designated as an Unrestricted Subsidiary) or hold any Indebtedness of . No Loan Party or any Lien on of its Restricted Subsidiaries shall transfer any ownership right, or exclusive license or right to, any intellectual property that is material to the business and operations of the Borrower or its and the Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted taken as a whole) to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion Fair Market Value of the fair market value of the net assets of such Subsidiary attributable to the Borrower’s (or its the 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 6.06)’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary existing at such time, (y) a Return on any Investment by the 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 Borrower’s or its Subsidiary’s Investment in such Subsidiary, as applicable; provided that upon any re-designation and (z) the formation or acquisition of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time for purposes of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designationSection 5.11.

Designation of Subsidiaries. The Borrower may at any time after the Closing Effective Date designate any Restricted Subsidiary (or re-designateother than Public Sector LLC) any subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately after any such re-designationdesignation on a Pro Forma Basis, no Event of Default exists (including after giving effect pursuant to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Unrestricted SubsidiarySections 7.01(a), (b), (h) or (i) shall have occurred and be continuing and (ii) 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 may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if (A) it is a “Restricted Subsidiary” for the purpose of any other Material Indebtedness of Holdings or the Borrower, (B) it is the legal owner of Intellectual Property or hold (C) it owns any Indebtedness of or Equity Interests (or holds any Lien on any property property) of the Borrower or its any Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the 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 net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) 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 6.06)investment therein. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Investment by the Borrower shall be deemed in Unrestricted Subsidiaries pursuant to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of at the net assets date of such Restricted Subsidiary attributable to designation of the Borrower’s equity therein at the time of or its Subsidiary’s (as applicable) Investment in such re-designationSubsidiary.

Designation of Subsidiaries. The Borrower Agent may at any time after the Closing Date designate (or re-designateredesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately after any giving effect to such re-designation, no Event of Default exists (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 (ii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own owns any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) Parent or hold holds any Indebtedness of or any Lien on any property of the Borrower Parent or its Restricted Subsidiaries (unless the Borrower Parent or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens grant such Lien in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 10.2.1 and 6.02) 10.2.2 and (iii) subject the relevant transaction with such Person is permitted pursuant to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted SubsidiarySection 10.2.9). The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Parent (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 net assets of such Subsidiary subsidiary attributable to the BorrowerParent’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower Parent in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.0610.2.6). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable; provided that upon any a re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower Parent shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the BorrowerParent’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the BorrowerParent’s equity therein at the time of such re-designation. Notwithstanding anything contained herein to the contrary, in no event shall any Borrower be designated an Unrestricted Subsidiary without the consent of the Required Lenders.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary (or re-designateother than Playa Operator, BD Real Resorts and Playa Management USA) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (1) immediately before and after such designation, (i) immediately after any such re-designation, no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Unrestricted Subsidiary)be continuing, (ii) as of the date of the designation thereof[reserved], (iii) no Unrestricted Subsidiary shall own any Capital Stock Equity Interests in any Restricted Subsidiary of Holdings, the Borrower or its Restricted Subsidiaries, and (unless such Restricted iv) no Unrestricted Subsidiary is also designated as an Unrestricted Subsidiary) or shall hold any Indebtedness of of, or any Lien on any property of Holdings, the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii2) subject to clause (ii) above, any subsidiary of no Subsidiary may be designated as an Unrestricted Subsidiary will if, after such designation, it would be deemed to be an Unrestricted a “Restricted Subsidiary” for the purpose of the Existing Senior Secured Facility, any Junior Financing, Permitted First Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, or Permitted Refinancing of any of the foregoing in excess of the Threshold Amount. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value as determined in good faith by the Borrower of the net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable)) 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 6.06)therein. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a Return on any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Investment by the Borrower shall be deemed in Unrestricted Subsidiaries pursuant to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of as determined in good faith by the net assets Borrower at the date of such Restricted Subsidiary attributable to designation of the Borrower’s equity therein at or its Subsidiary’s (as applicable) Investment in such Subsidiary; provided, that in no event shall any such Return on any Investment by the time Borrower in an Unrestricted Subsidiary be duplicative of such re-designationany Return that increases the Available Additional Basket pursuant to the definition thereof.

Designation of Subsidiaries. (a) The Borrower may may, by an Officer’s Certificate, at any time after the Closing Date designate any Restricted Subsidiary (other than any Subsidiary constituting or owning Core Assets) as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such designation (or re-designation), no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Unrestricted Subsidiary), be continuing and (ii) as of in the date case of the designation thereof, no Unrestricted of a Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary, the Subsidiary to be so designated does not (directly, or indirectly, through its Subsidiaries) at such time own any Equity Interests or Indebtedness of, or own or hold any Indebtedness of or any Lien lien on any property of of, the Borrower or any of its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted SubsidiarySubsidiaries. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion Fair Market Value as reasonably determined by the Borrower in good faith of the fair market value of the net assets of such Subsidiary attributable to the Borrower’s (or its applicable Subsidiary’s (as applicable) Investment therein and will reduce the amount available for Restricted Subsidiary’s) equity interest therein Payments under the provisions of Section 10.03 or under one or more clauses of the definition of Permitted Investments, as reasonably estimated determined by the Borrower (and such Borrower. Such designation shall only be permitted to if the extent such Investment is would be permitted under Section 6.06)at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicableconstitute, at the time of designation, the incurrence of any Indebtedness or Liens of such Subsidiary existing at such time and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value as reasonably determined by the Borrower at the date of such designation of any then-existing Investment, Indebtedness the Borrower’s or Lien of its Subsidiary’s (as applicable) Investment in such Subsidiary, and such designation will only be permitted if such Indebtedness is permitted under Section 10.04, calculated on a pro forma basis as applicable; provided that upon if such designation had occurred at the beginning of the most recently-ended Test Period. If, at any time, any Unrestricted Subsidiary remains a Subsidiary of the Borrower, but fails to meet the requirements set forth in the definition of Unrestricted Subsidiary or clause (ii) of the proviso to the first sentence of this Section 9.11(a) as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for the purposes of this Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date. (b) The Borrower may, by an Officer’s Certificate, at any time designate any Restricted Subsidiary as an Excluded Project Subsidiary or designate (or re-designation of designate, as the case may be) any Unrestricted Excluded Project Subsidiary as a Restricted Subsidiary that is not an Excluded Project Subsidiary; provided that (i) immediately before and after such designation (or re-designation), no Default or Event of Default shall have occurred and be continuing and (ii) in the case of the designation of a Subsidiary as an Excluded Project Subsidiary, the Subsidiary to be so designated does not (directly, or indirectly, through its Subsidiaries) at such time own any Equity Interests or Indebtedness of, or own or hold any lien on any property of, the Borrower or any of its Restricted Subsidiaries. The designation of any Subsidiary as an Excluded Project Subsidiary shall be deemed to continue to have constitute an Investment in by the resulting Restricted Subsidiary Borrower therein at the date of designation in an amount (if positive) equal to (a) the Fair Market Value as reasonably determined by the Borrower in good faith of the Borrower’s “Investment” in such or its Subsidiary’s (as applicable) Investment therein and will reduce the amount available for Restricted Payments under the provisions of Section 10.03 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower. Such designation shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Excluded Project Subsidiary. The designation of any Excluded Project Subsidiary as a Restricted Subsidiary that is not an Excluded Project Subsidiary shall constitute, at the time of such re-designation, less (b) the portion incurrence of the fair market value of the net assets any Indebtedness or Liens of such Restricted Subsidiary attributable existing at such time that would otherwise only have been permitted to have been incurred by an Excluded Project Subsidiary and a return on any Investment by the Borrower in Excluded Project Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value as reasonably determined by the Borrower in good faith at the date of such designation of the Borrower’s equity therein or its Subsidiary’s (as applicable) Investment in such Subsidiary, and such designation will only be permitted if such Indebtedness is permitted under Section 10.04, calculated on a pro forma basis as if such designation had occurred at the beginning of the most recently-ended Test Period. If, at any time, any Excluded Project Subsidiary remains a Subsidiary of the Borrower, but fails to meet the requirements set forth in the definition of Excluded Project Subsidiary or clause (ii) of the proviso to the first sentence of this Section 9.11(b) as an Excluded Project Subsidiary, it will thereafter cease to be an Excluded Project Subsidiary for the purposes of this Agreement and, unless it is, or has been, designated as an Unrestricted Subsidiary at or prior to the time of such re-designationfailure, any then outstanding Indebtedness of such Subsidiary that would otherwise only have been permitted to have been incurred by an Excluded Project Subsidiary will be deemed to be incurred by a Restricted Subsidiary that is not an Excluded Project Subsidiary as of such date.

Designation of Subsidiaries. The Borrower (a) Subject to Section 6.14(b) below, the Borrowers may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Unrestricted Subsidiary), (ii) 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Borrowers therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)Borrowers investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary existing at such time. (b) The Borrowers may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, as applicable; provided that upon any re-designation of any or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in each case unless: (i) no Default or Event of Default exists or would result therefrom; and (ii) in the resulting case of clause (x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, the Borrowers or any Restricted Subsidiary, and (B) neither the Borrowers nor any Restricted Subsidiary in an amount shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (if positivewith the passage of time or notice or both) equal declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (a) the Borrower’s “Investment” in including any right to take enforcement action against such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designationUnrestricted Subsidiary).

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designateredesignate) any subsidiary Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately after any giving effect to such re-designation, no Event of Default exists (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), (iib) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any Indebtedness that is outstanding in an aggregate amount equal to or greater than the Threshold Amount, (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in the Borrower or 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 (unless the Borrower or such any Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) hold any Material Intellectual Property and (iiid) subject to clause (ii) above, any subsidiary of no Subsidiary may be designated as an Unrestricted Subsidiary will be deemed to be an Unrestricted if it is a “Restricted Subsidiary” for purposes of the ABL Credit Agreement. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the 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 net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (ai) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less minus (bii) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation. As of the Closing Date, the Subsidiaries listed on Schedule 5.10 hereto have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The Lead Borrower may may, at any time after the Closing Date (solely to the extent the PIK Period is no longer in effect), designate (or re-designate) any subsidiary Restricted Subsidiary of the Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary of the Lead Borrower (“Unrestricted Subsidiary”); provided that that, (i) immediately before and after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Unrestricted Subsidiary)be continuing, (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of the date of the designation any Junior Financing, Credit Agreement Refinancing Indebtedness, Other Term Loans or Other Notes (and, in each case, any Permitted Refinancing thereof, ) and (iii) 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted SubsidiaryMaterial Intellectual Property. The designation of any Subsidiary of the Lead Borrower as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Loan Parties therein at the date of designation in an amount equal to the portion of Fair Market Value as determined in good faith by the fair market value of the net assets Lead Borrower of such Subsidiary attributable to the BorrowerLoan Party’s or its Subsidiary’s (or its applicable Restricted Subsidiary’sas applicable) 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 6.06)therein. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a Return on any re-designation of any Investment by the Loan Parties in Unrestricted Subsidiary as a Restricted Subsidiary, Subsidiaries pursuant to the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to the Fair Market Value as determined in good faith by the Lead Borrower at the date of such designation of such Loan Party’s or its Subsidiary’s (aas applicable) the Borrower’s “Investment” Investment in such Restricted Subsidiary. For the avoidance of doubt, no Subsidiary at may be designated as an Unrestricted Subsidiary during the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designationPIK Period.

Designation of Subsidiaries. The Borrower board of directors of the Parent may at any time after designate any Restricted Subsidiary (other than the Closing Date designate (or re-designateBorrower) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after any such re-designation, no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Unrestricted Subsidiary)be continuing, (iib) as of the date of the designation thereof, no Restricted Subsidiary may be designated an Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also if it previously had been designated as an Unrestricted Subsidiary, (c) or hold any Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will designation shall be deemed to be an Unrestricted Subsidiary. The Investment requiring compliance with Section 8.3 (Investments) (or reduction in an outstanding Investment, in the case of a designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable as a Restricted Subsidiary) therein at ), on the date of such designation in an amount equal to the portion sum of (i) the fair market value Parent’s direct or indirect equity ownership percentage of the net assets worth of such designated Restricted Subsidiary attributable immediately prior to such designation (such net worth to be calculated without regard to any guarantee provided by such designated Restricted Subsidiary of the Parent’s, Borrower’s or another Restricted Subsidiary’s Indebtedness) and (ii) without duplication, the aggregate principal amount of any Indebtedness owed by such designated Restricted Subsidiary to the Borrower’s Parent, Borrower or any other Restricted Subsidiary immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (or its applicable i) above, on a Consolidated basis in accordance with GAAP, and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary’s) equity interest therein as reasonably estimated by ” for the Borrower (and such designation shall only be permitted to purpose of any other Indebtedness of the extent such Investment is permitted under Section 6.06)Parent. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in existing at such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designationtime.

Designation of Subsidiaries. The board of directors (or equivalent governing body) of the Top Borrower may at any time after the Closing Date designate (or re-designateredesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Event of Default exists (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) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the First Lien Credit Agreement and (iii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Top 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 Top Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted SubsidiarySubsidiaries. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Top 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 net assets of such Restricted Subsidiary attributable to the Top Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Top Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Top Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Top Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Top Borrower’s equity therein at the time of such re-designation. As of the Closing Date, the subsidiaries listed on Schedule 5.10 hereto have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The (a) Subject to Section 6.13(b) below, the Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that the Borrower shall be in pro forma compliance with the Financial Covenant as of the last day of the most recent ending fiscal quarter. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. Notwithstanding anything herein to the contrary, no Unrestricted Subsidiary may be the owner, holder or exclusive licensee of material intellectual property or material intellectual property rights used in the business of Holdings, Borrower or any of its Restricted Subsidiaries. (ib) immediately after The Borrower may not (x) designate any such re-designationRestricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless no Event of Default exists (including after giving effect or would result therefrom. Subject to the reclassification of Investments in, Indebtedness of and Liens on the assets ofimmediately preceding sentence, the applicable Unrestricted Subsidiary), (ii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in Borrower may designate any Restricted Subsidiary as an Unrestricted Subsidiary so long as (i) the Restricted Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any (A) Equity Interests of the Borrower or any of its Restricted Subsidiaries (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or (B) Indebtedness of, or own or hold any Indebtedness of or any Lien on any property of of, the Borrower or any of its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is otherwise permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02Lien) and (iii) subject to clause (ii) above, neither the Borrower nor any subsidiary of an Unrestricted Subsidiary will its Restricted Subsidiaries shall at any time be deemed directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be an Unrestricted Subsidiary. The designation accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (Indebtedness, Lien 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 net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation other obligation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of (including any then-existing Investment, Indebtedness or Lien of right to take enforcement action against such Unrestricted Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation).

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designateredesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately after any giving effect to such re-designation, no Event of Default exists (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) 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or grant such Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and ), (iii) subject at the time of any designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the aggregate amount of the fair market value (as determined by the Borrower in good faith) of the assets of such subsidiary, together with the aggregate amount of the fair market value (as determined by the Borrower in good faith) of all assets transferred from Restricted Subsidiaries to clause Unrestricted Subsidiaries prior to such time, shall not exceed $10,000,000, (iiiv) above, any subsidiary of no agreements evidencing Acceptable Practice Management Arrangements and/or Management Services Agreement or Material Intellectual Property may be transferred to an Unrestricted Subsidiary will be deemed to be and (v) at the time any Restricted Subsidiary is designated as an Unrestricted Subsidiary, such Restricted Subsidiary shall not own Material Intellectual Property or be party to an Acceptable Practice Management Arrangement. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the 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 net assets of such Subsidiary subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Subsidiarysubsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation.

Designation of Subsidiaries. The Borrower may Parent may, at any time from and after the Closing Date Effective Date, designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Default or Event of Default exists shall have occurred and be continuing and (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens such designation (including giving effect on the assets ofa pro forma basis subject to Section 1.04), the applicable Unrestricted Subsidiary), (ii) as of the date of the designation thereof, Total Net Leverage Ratio shall be 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 (unless the Borrower or such Restricted Subsidiary is permitted greater than 6.00 to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary1.00. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Loan Party therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Subsidiary attributable to the Borrowerapplicable Loan Party’s (or any of its applicable Restricted Subsidiary’sSubsidiaries’) 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 6.06)investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary after the Effective Date shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Investment by the applicable Loan Party in Unrestricted Subsidiary as a Restricted Subsidiary, Subsidiaries pursuant to the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value at the date of such designation of such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, (i) no Borrower nor any parent company of 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. 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 net assets Borrower and its Restricted Subsidiaries, 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 such Material IP may be made by any Loan Party to (i) any Unrestricted Subsidiary or (ii) any Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designationthat is not a Loan Party.

Designation of Subsidiaries. The Borrower may at any time after designate any Restricted Subsidiary of the Closing Date designate (or re-designate) any subsidiary Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Unrestricted Subsidiary)Borrower shall be in compliance, on a Pro Forma Basis, with the covenant set forth in Section 7.11 (ii) 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 date last four quarters ended), and, as a condition precedent to the effectiveness of the designation thereofany such designation, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (unless such Restricted iii) no Subsidiary is also may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary) or hold ” for the purpose of any Indebtedness of Senior Notes Documents or any Lien on any property Junior Financing with an aggregate outstanding principal amount in excess of the Borrower or its Restricted Subsidiaries Threshold Amount and (unless the Borrower or such iv) no Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of may be designated an Unrestricted Subsidiary will be deemed to be if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Restatement Effective Date shall constitute an Investment by the 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 net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) 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 6.06)therein. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Investment by the Borrower shall be deemed in Unrestricted Subsidiaries pursuant to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of at the net assets date of such Restricted Subsidiary attributable to designation of the Borrower’s equity therein at the time of or its Subsidiary’s (as applicable) Investment in such re-designationSubsidiary.

Designation of Subsidiaries. The board of directors (or equivalent governing body or any committee thereof) of the Borrower may at any time after the Closing Date designate (or re-designateredesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designationdesignation (including after the reclassification of the investments, indebtedness and Liens pursuant to the last sentence of this Section 5.10), no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Unrestricted Subsidiary), be continuing and (ii) 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 subsidiary may be designated as an Unrestricted Subsidiary if it is a “Subsidiary) or hold any Indebtedness ” for the purpose of the Second Lien Credit Agreement (or any equivalent provision under any documentation governing any Second Lien on any property of the Borrower or its Restricted Subsidiaries (Facility unless the Borrower or such Restricted Subsidiary it is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of contemporaneously designated as an Unrestricted Subsidiary will be deemed to be an “Unrestricted Subsidiary” thereunder). The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the 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 net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, making at the time of designation of any then-existing InvestmentInvestments, Indebtedness or Lien Liens of such Subsidiary, as applicableSubsidiary existing at such time; provided that upon any a re-designation of any such Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted a Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation.

Designation of Subsidiaries. The Borrower Company may at any time after the Closing Restatement Effective Date designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (ia) immediately before and after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Unrestricted Subsidiary)be continuing, (iib) as in the case of the date a designation of the designation thereof, no Unrestricted a 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by in the 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 net assets of such Subsidiary attributable would be permitted at such time, (c) immediately before and after giving effect to any such designation, the Borrower’s Loan Parties shall be in compliance with the financial covenant set forth in Section 8.11 (or its applicable irrespective of whether such covenant is otherwise applicable) on a Pro Forma Basis (and the Administrative Agents shall have received a Pro Forma Compliance Certificate demonstrating compliance with the foregoing), (d) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary’s” for the purpose of any Permitted First Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, Permitted Unsecured Refinancing Debt or any Indebtedness incurred under Section 8.03(f) equity interest therein and (e) following any designation of a Restricted Subsidiary as reasonably estimated by the Borrower (and an Unrestricted Subsidiary, such designation Unrestricted Subsidiary shall only not be permitted to own or license from a third party any IP Rights that are material to the extent such Investment is permitted under Section 6.06)business of the Parent and the Restricted Subsidiaries. The re-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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Investment by the Company in Unrestricted Subsidiary as a Restricted Subsidiary, Subsidiaries pursuant to the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value as determined in good faith by the Company at the date of such designation of the net assets Company’s or its Subsidiary’s (as applicable) Investment in such Subsidiary; provided that in no event shall any such return on any Investment by the Company in an Unrestricted Subsidiary be duplicative of such Restricted Subsidiary attributable any return that increases the Available Amount pursuant to the Borrower’s equity therein at the time of such re-designationdefinition thereof.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that: (a) immediately before and after such designation (or re-designation), (i) immediately after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Unrestricted Subsidiary), be continuing and (ii) as of the date of Borrower and its Restricted Subsidiaries shall be in compliance with the financial covenants set forth in Section 8.01 on a Pro Forma Basis; and (b) the Investment resulting from 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 (unless the Borrower or such Restricted Subsidiary as described above is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiaryby Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the 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 net assets as of such Subsidiary attributable to date of the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted Investment(s) to the extent such Investment is permitted under Section 6.06)date therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-Indebtedness and Liens of such Subsidiary existing Investmentat such time and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary. Except as set forth in this paragraph or otherwise provided for herein, no Investment will be deemed to exist or have been made, and no Indebtedness or Lien of such Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower Liens shall be deemed to continue have been incurred or exist, by virtue of a Subsidiary becoming an Excluded Subsidiary or an Excluded Subsidiary becoming a Restricted Subsidiary. For all purposes hereunder, the designation of a Subsidiary as an Unrestricted Subsidiary shall be deemed to have constitute a concurrent designation of any Subsidiary of such Subsidiary as an Unrestricted Subsidiary. Notwithstanding anything to the contrary in any Loan Document (i) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary or any of its Subsidiaries owns any Equity Interests of, or owns or holds any Lien on any property of, the Borrower or any Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated. Notwithstanding the foregoing no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary or any of its Subsidiaries owns any Material Intellectual Property and (ii) no Loan Party nor any Restricted Subsidiary can make an Investment in of, Disposition of, Restricted Payment of, or otherwise transfer (including by merger or liquidation or the resulting Restricted Subsidiary in granting of an amount (if positiveexclusive license for) equal of any Material Intellectual Property to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designationan Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary (or re-designateother than Playa Operator, BD Real Resorts and Playa Management USA) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (1) immediately before and after such designation, (i) immediately after any such re-designation, no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Unrestricted Subsidiary)be continuing, (ii) as of the date of the designation thereof[reserved], (iii) no Unrestricted Subsidiary shall own any Capital Stock Equity Interests in any Restricted Subsidiary of Holdings, the Borrower or its Restricted Subsidiaries, and (unless such Restricted iii) no Unrestricted Subsidiary is also designated as an Unrestricted Subsidiary) or shall hold any Indebtedness of of, or any Lien on any property of Holdings, the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii2) subject to clause (ii) above, any subsidiary of no Subsidiary may be designated as an Unrestricted Subsidiary will if, after such designation, it would be deemed to be an Unrestricted a “Restricted Subsidiary” for the purpose of the Senior Notes, any Junior Financing, Permitted First Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, or Permitted Refinancing of any of the foregoing in excess of the Threshold Amount. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value as determined in good faith by the Borrower of the net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable)) 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 6.06)therein. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a Return on any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Investment by the Borrower shall be deemed in Unrestricted Subsidiaries pursuant to continue to have an Investment in the resulting Restricted Subsidiary preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of as determined in good faith by the net assets Borrower at the date of such Restricted Subsidiary attributable to designation of the Borrower’s equity therein at or its Subsidiary’s (as applicable) Investment in such Subsidiary; provided, that in no event shall any such Return on any Investment by the time Borrower in an Unrestricted Subsidiary be duplicative of such re-designationany Return that increases the Available Additional Basket pursuant to the definition thereof.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such re-designation, no Default or Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Unrestricted Subsidiary), Borrower would be in pro forma compliance with a Total Leverage Ratio of 3.75:1.00 and (iiiii) 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 may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary) or hold ” for the purpose of the Restricted Indebtedness, any Indebtedness of Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt or any Lien on Permitted Refinancing of any property of the Borrower or its Restricted Subsidiaries foregoing and (unless the Borrower or such iv) no Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of may be designated an Unrestricted Subsidiary will be deemed to be if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its the applicable Restricted Subsidiary) Subsidiary therein and Disposition by the Borrower or the applicable Restricted Subsidiary thereof at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) 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 6.06)therein. 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 Lien Liens of such Subsidiary, as applicable; provided that upon Subsidiary existing at such time and (ii) a return on any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, Investment by the Borrower shall be deemed to continue to have an Investment in or the resulting applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of at the net assets date of such Restricted Subsidiary attributable to designation of the Borrower’s equity therein at the time of or its Subsidiary’s (as applicable) Investment in such re-designationSubsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Unrestricted Subsidiary), (ii) 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 (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the 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 net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-then- existing Investment, Indebtedness or Lien of such Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that: (ia) immediately before and after any such designation (or re-designation), no Specified Event of Default exists shall have occurred and be continuing; (including after giving effect to b) the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Unrestricted Subsidiary), (ii) as of the date of Investment resulting from the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary as an Unrestricted Subsidiary as described above is permitted by Section 7.02; and (c) no Subsidiary may be designated as an Unrestricted Subsidiary unless it is also designated as an Unrestricted Subsidiary) “unrestricted subsidiary” under the Second Lien Credit Agreement (or hold the documentation governing any Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted SubsidiaryPermitted Refinancing thereof). The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the 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 net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted Investment(s) to the extent such Investment is permitted under Section 6.06)date therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-Indebtedness and Liens of such Subsidiary existing Investmentat such time and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary. Except as set forth in this paragraph, no Investment will be deemed to exist or have been made, and no Indebtedness or Lien of such Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower Liens shall be deemed to continue have been incurred or exist, by virtue of a Subsidiary becoming an Excluded Subsidiary or an Excluded Subsidiary becoming a Restricted Subsidiary. For all purposes hereunder, the designation of a Subsidiary as an Unrestricted Subsidiary shall be deemed to have an Investment in the resulting Restricted constitute a concurrent designation of any Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designationSubsidiary as an Unrestricted Subsidiary, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable subject to the Borrower’s equity therein at the time of such re-designationcompliance with Section 6.13 and any applicable provision hereunder in all respects.