Common use of Designation of Subsidiaries Clause in Contracts

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents or any Junior Financing and (iv) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiary. 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 net book value of the Borrower’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02). 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. Each designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11.

Designation of Subsidiaries. The board of directors of the Lead Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries Payment Conditions shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)have been satisfied, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Borrower or if such Subsidiary owns any property of the type (e.g. Inventory and Accounts) included in the Tranche A Borrowing Base or the Tranche A-1 Borrowing Base, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes or any Junior Financing the Term Loan Facility, as applicable, and (ivv) no Restricted Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Lead Borrower therein at the date of designation in an amount equal to the net book value of the Lead Borrower’s or Restricted Subsidiary’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)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. Each designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Borrower and Total Leverage Ratio for the Restricted Subsidiaries shall be in compliance, Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 6.01 is less than or equal to 6.0 to 1.0 (calculated on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 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 satisfaction of such compliance)test) and, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents ABL Facilities, the Senior Notes, or any other Junior Financing or any other Indebtedness of any Loan Party and (iv) no Subsidiary in existence as of the Closing Date, after giving effect with respect to the Transactions, may be designated designation of any Restricted Subsidiary as an Unrestricted SubsidiarySubsidiary after the Amendment No. 1 Effective Date, the Required Lenders have provided prior written consent to such designation. 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 net book fair market value as determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)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. Each 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 or redesignation must be evidenced by a resolution of the board of directors of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a certified copy Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary. Maintenance of which Ratings . Use commercially reasonable efforts to maintain (i) a public corporate credit rating from S&P and a public corporate family rating from Xxxxx’x, in each case in respect of the Borrower (or, alternatively, any direct or indirect parent thereof), and (ii) a public rating in respect of the Facility from each of S&P and Xxxxx’x. Post-Closing Matters . Execute and deliver the documents and complete the tasks set forth on Schedule 1.01A, in each case within the time limits specified on such Schedule (or such longer period as the Administrative Agent or the Collateral Agent, as applicable, may agree in its reasonable discretion). All conditions precedent, covenants and representations and warranties contained in this Agreement and the other Loan Documents shall be delivered deemed modified to Administrative Agent together the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods set forth on Schedule 1.01A); provided that (x) to the extent any representation and warranty would not be true or any 94 provision of any covenant breached because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects and the respective covenant complied with a certificate of Responsible Officer of Borrower certifying that such designation complies at the time the respective action is taken (or was required to be taken) in accordance with the foregoing conditions provisions of this Section 6.16 and setting forth (y) all representations and warranties and covenants relating to the Collateral Documents shall be required to be true or, in reasonable detail the calculations demonstrating compliance with case of any covenant, complied with, immediately after the covenants set forth in Sections 7.02 and 7.11actions required to be taken by this Section 6.16 have been taken (or were required to be taken).

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary acquired or organized after the Closing Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, compliance with the financial covenants provided in Section 8.01 calculated on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 pro forma basis after giving effect to such designation (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiic) the Borrower may not be designated as an Unrestricted Subsidiary, (d) no Subsidiary may be designated as or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose purposes of any other Indebtedness (including, for the First avoidance of doubt, under the Second Lien Debt Documents or any Junior Financing and (iv) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted SubsidiaryNotes Documents). 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 net book fair market value of the Borrower’s or its Subsidiary’s (as applicable) investment therein (therein. No Unrestricted Subsidiary shall at any time own any Capital Stock or Indebtedness of, or own or hold any Lien on, any property of the Borrower or any Restricted Subsidiary and such designation no Unrestricted Subsidiary shall only be permitted incur any Indebtedness pursuant to which any lender has recourse to any assets of the extent such Investment is permitted under Section 7.02)Borrower or any Restricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. Each No Unrestricted Subsidiary, once designated as a Restricted Subsidiary, may thereafter be redesignated as an Unrestricted Subsidiary. Any such designation or redesignation must shall be evidenced notified by the Borrower to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the board of directors of the Borrower, a certified copy of which shall be delivered Borrower or any committee thereof giving effect to Administrative Agent together with a such designation and an officer’s certificate of Responsible Officer of Borrower certifying that such designation complies complied with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11provisions.

Designation of Subsidiaries. The board A Financial Officer of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower and the its Restricted Subsidiaries shall be in compliance, on a Pro Forma BasisBasis after giving effect to such designation, with the covenants set forth in Sections 7.02 and 7.11 Financial Covenants (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), and (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents or Revolving Loan Credit Agreement; provided, however, under no circumstances shall the aggregate amount of EBITDA of all Unrestricted Subsidiaries at any Junior Financing and (iv) no Subsidiary in existence as time exceed 10% of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted SubsidiaryEBITDA of Borrower and its Restricted Subsidiaries on a consolidated basis. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Borrower or the Borrower relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book fair market value of all of such Person’s assets and the Borrower’s (as applicable) investment therein (and Investment resulting from such designation shall only must otherwise be permitted to the extent such Investment is permitted under in compliance with Section 7.02)7.2. 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. Each designation or redesignation must be evidenced by a resolution Notwithstanding anything to the contrary contained herein, none of the board of directors Foreign Stock Holding Companies, any “Borrower” (as defined under the Revolving Loan Credit Agreement) or any other Subsidiary listed on Schedule (6.16) as not being permitted to be an Unrestricted Subsidiary shall be designated as an Unrestricted Subsidiary. As of the BorrowerClosing Date, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer the Unrestricted Subsidiaries of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants are set forth in Sections 7.02 and 7.11on Schedule (6.16).

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenants, (c) no Subsidiary may be designated as or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purposes of any other Indebtedness and (d) immediately after giving effect to such designation, the aggregate Fair Market Value of all Investments of the Borrower and the Restricted Subsidiaries in Unrestricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 not exceed $5,000,000 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate of an Authorized Officer setting forth in reasonable detail the calculations demonstrating such compliance), compliance with clauses (iiib) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents or any Junior Financing and (ivd) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiarythis proviso). 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 net book fair market value of the Borrower’s or its Subsidiary’s (as applicable) investment therein (and such designation therein. No Unrestricted Subsidiary shall only be permitted to at any time own any Equity Interests or Indebtedness of, or own or hold any Lien on, any property of the extent such Investment is permitted under Section 7.02)Borrower or any Restricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. Each Any such designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered notified by the Borrower to the Administrative Agent together with by promptly delivering to the Administrative Agent a certificate of Responsible an Authorized Officer of Borrower certifying that such designation complies complied with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11.provisions..

Designation of Subsidiaries. The board of directors of the Borrower may at any from time to time after the Closing Date, pursuant to a determination by its Chief Financial Officer, designate any Restricted Subsidiary of its Subsidiaries as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (ii) immediately after giving effect each Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of such designationdesignation 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 Borrower and lender thereof has recourse to any of the assets of the Borrower, any Guarantor or any Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)Subsidiary, (iii) the fair market value of any such Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries would be permitted as an Investment under Section 6.02(a), (iv) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary will constitute the incurrence at the time of designation of all Indebtedness and Liens of such Subsidiary existing at the time of such designation, (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryrestricted subsidiary” under (or a term having a similar effect) for the purpose purposes of any other Material Indebtedness of the First Lien Debt Documents or any Junior Financing Borrower and its Subsidiaries; and (ivvi) no any Unrestricted Subsidiary in existence that has been designated as of the Closing Date, after giving effect to the Transactions, a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted SubsidiarySubsidiary without the prior consent of the Administrative Agent. The Any such 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 Chief Financial Officer shall be evidenced to the net book value Administrative Agent by promptly delivering to the Administrative Agent a copy of a certificate of the Borrower’s (as applicable) investment therein (and Chief Financial Officer giving effect to such designation shall only be permitted to the extent such Investment is permitted under Section 7.02). The designation of any Unrestricted Subsidiary as and a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. Each designation or redesignation must be evidenced certificate signed by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of the Borrower certifying that such designation complies complied with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11provisions.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately the Total Leverage Ratio of the Borrower as of the last day of the most recently ended Calculation Period (determined on a Pro Forma Basis after giving effect to such designation, ) shall not exceed the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants applicable ratio for such period set forth in Sections 7.02 and 7.11 the definition of Incurrence Total Leverage Ratio (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate of an Authorized Officer setting forth in reasonable detail the calculations demonstrating such compliance), ) and (iiic) no Subsidiary may be designated as or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose purposes of any other Indebtedness (including, for the First Lien Debt Documents or any Junior Financing and (iv) no Subsidiary in existence as avoidance of doubt, under the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted SubsidiarySenior Unsecured Notes). 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 net book fair market value of the Borrower’s or its Subsidiary’s (as applicable) investment therein (and such designation therein. No Unrestricted Subsidiary shall only be permitted to at any time own any Equity Interests or Indebtedness of, or own or hold any Lien on, any property of the extent such Investment is permitted under Section 7.02)Borrower or any Restricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. Each Any such designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered notified by the Borrower to the Administrative Agent together with by promptly delivering to the Administrative Agent a certificate of Responsible an Authorized Officer of Borrower certifying that such designation complies complied with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11provisions.

Designation of Subsidiaries. The board of directors of the Borrower BorrowerCompany may at any time designate any Restricted Subsidiary of the BorrowerCompany as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries BorrowerCompany shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 (Section 7.11, and, as a condition precedent to the effectiveness of any such designation, the Borrower BorrowerCompany shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), compliance and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents any Senior Unsecured Notes Documents, Indebtedness incurred under Section 7.03(s) or Section 7.03(w) or any Junior Financing and (iv) no Subsidiary in existence Financing, as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiaryapplicable. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower BorrowerCompany therein at the date of designation in an amount equal to the net book fair market value of the BorrowerBorrower’sCompany’s or its Subsidiary’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. Each time and (ii) a return on any Investment by the BorrowerCompany in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that Borrower’sCompany’s or its Subsidiary’s (as applicable) Investment in such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11Subsidiary.

Designation of Subsidiaries. The board of directors of the Lead Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries Payment Conditions shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)have been satisfied, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Borrower or if such Subsidiary owns any property of the type (e.g. Inventory and Accounts) included in the Tranche A Borrowing Base or the FILO Borrowing Base, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents Senior Notes, the Senior Subordinated Notes, the Subordinated Discount Notes or any Junior Financing the Term Loan Facility, as applicable, and (ivv) no Restricted Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Lead Borrower therein at the date of designation in an amount equal to the net book value of the Lead Borrower’s or Restricted Subsidiary’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)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. Each designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Borrower and Net Leverage Ratio for the Restricted Subsidiaries shall be in compliance, Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 6.01 is less than or equal to 4.90 to 1.0 (calculated on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 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 satisfaction of such compliance), test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents ABL Facilities, the Senior Notes or any Junior Financing and (iv) no Subsidiary or any other Indebtedness for borrowed money of any Loan Party in existence as a principal amount in excess of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted SubsidiaryThreshold Amount. 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 net book fair market value as determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)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. Each 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 or redesignation must be evidenced by a resolution of the board of directors of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a certified copy of which shall Restricted Subsidiary may not be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The board Board of directors of the Borrower Directors may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Parent Borrower and the Restricted Subsidiaries shall be in compliance, compliance with the Financial Covenant (calculated on a Pro Forma Basis), whether or not the Parent Borrower would otherwise be required to be in compliance with the covenants set forth in Sections 7.02 and 7.11 Financial Covenant (and, as a condition precedent to the effectiveness of any such designation, the Parent Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents or any Junior Financing and (iv) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted SubsidiaryFinancing. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date, shall constitute an Investment by the Parent Borrower therein at the date of designation as set forth in an amount equal to the net book value definition of the Borrower’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)Investment. 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 timetime and a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the definition of Investment. Each designation or redesignation must Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be evidenced by subsequently re-designated as an Unrestricted Subsidiary. Mpex Pharmaceuticals, Inc., a resolution Delaware corporation, and each of its subsidiaries existing on the Closing Date shall be Unrestricted Subsidiaries on and as of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11.Closing Date

Designation of Subsidiaries. The board Board of directors Directors of Holdings, U.S. XxxXx or the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, U.S. XxxXx, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 Financial Performance Covenants as of the last day of the most recent Test Period for which Section 6.1 Financials have been delivered and 7.11 regardless of whether such Test Period included a Measurement Quarter (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is U.S. Holdings, U.S. XxxXx or the Borrower and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose purposes of any indenture governing the First Lien Debt Documents or any Junior Financing and (iv) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted SubsidiarySenior Unsecured Notes. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Holdings therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) Holdings’ investment therein (and such designation shall only be permitted to as reflected in the extent such Investment is permitted under most recent Section 7.02). 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. Each designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11.6.1

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, subject in each case to the definitions of Restricted Subsidiary and Unrestricted Subsidiary; provided that each Restricted Subsidiary shall at all times be a Guarantor under the Guarantee and Collateral Agreement and, provided further, that except for the Subsidiaries listed on Schedule 6.16 hereof which are, as of the Second Restatement Effective Date and until designated otherwise in accordance with the terms hereof, Unrestricted Subsidiaries, no designation by the board of directors of the Borrower of any Restricted Subsidiary as an Unrestricted Subsidiary shall be effective unless: (a) the Borrower shall have delivered to the Administrative Agent written notice of such designation, together with (i) a Borrowing Base Certificate, calculating the Borrowing Base as of the date of the proposed effectiveness of such designation, demonstrating that the Total Outstandings will not exceed the Borrowing Base after giving effect to such designation (and any applicable prepayment of Total Outstandings pursuant to Section 2.06(b)) and (ii) a certificate, dated the date of such designation, setting forth reasonably detailed calculations demonstrating pro forma compliance with the financial covenants set forth in Section 7.11 after giving effect to such designation; and (b) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower no Default or Event of Default shall then have occurred and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 (and, as a condition precedent to the effectiveness continuing. For avoidance of any such designationdoubt, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents or any Junior Financing and (iv) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute for purposes of Sections 7.02 and 7.06 an Investment by the Borrower therein at as of the date of such designation in an amount equal to the net book value of the Borrower’s (as applicable) or the applicable Restricted Subsidiary’s investment therein (therein, and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute constitute, inter alia, the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. Each designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Borrower and Net Leverage Ratio for the Restricted Subsidiaries shall be in compliance, Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 6.01 is less than or equal to 4.904.254.25 to 1.0 (calculated on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 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 satisfaction of such compliance), test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents ABL Facilities, the Senior Notes or any Junior Financing and (iv) no Subsidiary or any other Indebtedness for borrowed money of any Loan Party in existence as a principal amount in excess of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted SubsidiaryThreshold Amount. 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 net book fair market value as determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)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. Each 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 or redesignation must be evidenced by a resolution of the board of directors of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a certified copy Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary. Neither the Borrower nor any Restricted Subsidiary shall permit transfer any intellectual property that is material to the business of which shall the Borrower and its Restricted Subsidiaries, taken as a whole, to any Unrestricted Subsidiary or be delivered permitted to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying designate any Restricted Subsidiary that owns any such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11material intellectual property as an Unrestricted Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants covenant set forth in Sections 7.02 and 7.11 Section 7.10 (it being understood that if no Test Period cited in Section 7.10 has passed, the covenant in Section 7.10 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended) irrespective of whether then in effect, and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), compliance and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First any Second Lien Debt Documents or Loan Documents, any Junior Financing and (iv) no Subsidiary in existence or any other Indebtedness permitted to be secured by the Collateral, as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiaryapplicable. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s or its Subsidiary’s (as applicable) investment Investment therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is otherwise permitted under Section 7.027.02 of this Agreement). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence or making, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Liens Lien of such Restricted Subsidiary, as applicable; provided that upon a redesignation of any Unrestricted Subsidiary existing 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 time. Each designation or redesignation must be evidenced by a resolution re designation, less (b) the portion of the board of directors 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. Any Unrestricted Subsidiary that is designated as a certified copy of which shall Restricted Subsidiary may not be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11re designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower Parent Borrower, an authorized committee thereof, or an officer to whom such authority has been delegated by the board or such committee, may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, continuing and (ii) immediately after giving effect to such designationany designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the Parent Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants financial covenant set forth in Sections 7.02 and 7.11 Section 7.15 (whether or not such covenant is required to be complied with at such time) recomputed as of the most recent Test Period (and, as a condition precedent to the effectiveness of any such designation, the Parent Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such compliance), test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents Senior Notes or any Junior Financing and (iv) no Subsidiary in existence as or any other Indebtedness of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiaryany Loan Party. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the net book value of the Parent Borrower’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)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. Each designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower and the Restricted its Subsidiaries shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Sections 7.02 7.02, 7.03 and 7.11 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), ) and (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if (i) it is a “Restricted Subsidiary” under or for the purpose of any other Indebtedness of the First Lien Debt Documents Borrower or any Junior Financing and of its Restricted Subsidiaries or (ivii) no the Borrower or any Restricted Subsidiary in existence provides any Guarantee or credit support of any kind, including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness of any Indebtedness of such Unrestricted Subsidiary or is directly or indirectly liable on such Indebtedness, as a guarantor or otherwise or any Indebtedness of such Unrestricted Subsidiary contains a default that would permit, upon notice, lapse of time or both, any holder of any Indebtedness of Borrower or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the Closing Date, after giving effect payment thereof to the Transactions, may be designated as an Unrestricted Subsidiaryaccelerated or payable prior to its stated maturity. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book fair market value of the Borrowersuch Person’s (as applicable) investment therein (and the Investment resulting from such designation shall only must otherwise be permitted to the extent such Investment is permitted under in compliance with Section 7.02). 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. Each designation or redesignation must be evidenced by a resolution The Unrestricted Subsidiaries of the board of directors of Borrower on the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11Closing Date are listed on Schedule 6.14.

Designation of Subsidiaries. The Borrower’s board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuingcontinuing (including, without limitation, any Default as a result of a breach of the covenants set forth in Sections 6.01, 6.02 and 6.04), (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants covenant set forth in Sections 7.02 and 7.11 Section 6.13 (to the extent such compliance is required at such time in accordance with the terms of such Section 6.13) (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a copy of the board resolution giving effect to such designation and a certificate of a Financial Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if under this Agreement unless it is is, or will concurrently become, an “Unrestricted Subsidiary” as defined in, and for all purposes of, the Existing Senior Unsecured Debt Documents and (iv) no Unrestricted Subsidiary may be designated as a Restricted Subsidiary under this Agreement unless it is, or will concurrently become, a “Restricted Subsidiary” under or as defined in, and for all purposes of, the purpose of the First Lien Existing Senior Unsecured Debt Documents or any Junior Financing and (iv) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted SubsidiaryExisting Senior Unsecured Debt Documents. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness Debt or Liens of such Subsidiary existing at such time. Each designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11.

Designation of Subsidiaries. The board Board of directors Directors of the Parent Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Unre- stricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default shall have occurred and be continuing, (iib) immediately after giving effect to such designationdes- ignation, the Parent Borrower and the other Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the covenants set forth in Sections 7.02 Financial Covenants and 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents or any Junior Financing and (iv) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted SubsidiarySenior Notes. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower or the relevant Restricted Subsidiary (as applica- ble) therein at the date of designation in an amount equal to the net book fair market value of the Parent Borrower’s or such rele- vant Restricted Subsidiary’s (as applicable) investment therein (therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation shall only must otherwise be permitted to the extent such Investment is permitted under in compliance with Section 7.02)9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute con- stitute the incurrence at the time of designation of any Indebtedness Debt or Liens of such Subsidiary existing at such time. Each designation or redesignation must be evidenced by a resolution As of the board of directors of the BorrowerRestatement Effective Date, a certified copy of which there are no Unrestricted Subsidiaries. No Subsidiary shall be delivered designated an Unre- stricted Subsidiary if after giving effect to Administrative Agent together with such designation, the Unrestricted Subsidiaries taken as a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11whole would constitute a Material Subsidiary.

Designation of Subsidiaries. The board of directors of the Parent Borrower may at any time designate any Restricted Subsidiary (other than any Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Parent Borrower and the Restricted its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Parent Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiic) notwithstanding anything else in this Section 6.15 to the contrary, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary and (d) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents or any Junior Financing and (iv) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted SubsidiaryFinancing. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Parent Borrower or the Borrower relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book fair market value of the Borrowersuch Person’s (as applicable) investment therein (and the Investment resulting from such designation shall only must otherwise be permitted to the extent such Investment is permitted under in compliance with Section 7.02). 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. Each designation or redesignation must be evidenced by a resolution As of the board of directors date hereof, any Unrestricted Subsidiaries of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Parent Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants are set forth in Sections 7.02 and 7.11the Confidential Disclosure Letter.

Designation of Subsidiaries. The board chief executive officer or chief financial officer of directors of the Borrower Holdings may at any time designate any existing or subsequently acquired or organized Restricted Subsidiary (other than the Lead Administrative Borrower or any Borrower that, together with any other Borrowers designated as Unrestricted Subsidiaries in connection with the same or any series of related transactions, has assets included in the Revolving Borrowing Base or the FILO Borrowing Base in excess of $15,000,000, except to the extent that Holdings or the Lead Administrative Borrower shall have provided an updated pro forma Borrowing Base Certificate at the time of such designation demonstrating the exclusion of such Borrower’s assets from the Revolving Borrowing Base or the FILO Borrowing Base) as an Unrestricted Subsidiary or and subsequently re-designate any such Unrestricted Subsidiary as a Restricted Subsidiary; provided that Subsidiary subject solely to the following terms and conditions: (ia) immediately before and after the fair market value of such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, Subsidiary at the Borrower and the Restricted Subsidiaries time it is designated as an Unrestricted Subsidiary shall be in compliance, treated as an Investment by the Borrowers at such time; (b) on a Pro Forma Basis, with after giving effect thereto, the covenants set forth in Sections 7.02 Payment Conditions shall be satisfied; (c) the Indebtedness and 7.11 (and, Liens of such Subsidiary at the time it is designated as a condition precedent “Restricted Subsidiary” shall be treated as Indebtedness and Liens of such Subsidiary at such time; and (d) on a Pro Forma Basis, after giving effect thereto, no Event of Default has occurred or is continuing or would exist after giving effect to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) designation or redesignation; provided that no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if unless it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents or any Junior Financing and (iv) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be also designated as an Unrestricted Subsidiary. 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 “unrestricted subsidiary” with respect to the net book value of Senior Notes or any Material Indebtedness (other than the Borrower’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02Untendered Existing 2024 Notes Indebtedness). The designation of , or, in each case, 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. Each designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11Permitted Refinancing thereof.

Designation of Subsidiaries. The board Board of directors Directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Borrower and Senior Secured Leverage Ratio for the Restricted Subsidiaries shall be in compliance, Test Period immediately preceding such designation is less than or equal to 4.00 to 1.00 (calculated on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 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 satisfaction of such compliance), test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents Senior Subordinated Notes or any other Junior Financing and (iv) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted SubsidiaryFinancing. 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 net book value of the Borrower’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)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. Each designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in complianceTotal Leverage Ratio, calculated on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 (shall not exceed 0.70:1.00, and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating compliance with such compliance)ratio, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents ABL Credit Agreement or any Junior Financing Specified Indebtedness and (iv) no Restricted Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, that owns material intellectual property may be designated as an Unrestricted Subsidiary, and the Borrower and the Restricted Subsidiaries may not transfer any material intellectual property to any Unrestricted Subsidiary (with certain ordinary course exceptions) . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s or its Restricted Subsidiaries’ (as applicable) investment therein (and such designation shall only be permitted to Investments therein. Upon the extent such Investment is permitted under Section 7.02). The designation of any Guarantor as an 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. Each designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies in accordance with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11foregoing, such Guarantor shall cease to be a “Guarantor” under this Agreement.

Designation of Subsidiaries. The board of directors of the Lead Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) after giving effect to such designation, the Payment Conditions shall have been satisfied, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Borrower or if such Subsidiary owns any property included in the calculation of the Borrowing Base, unless such Subsidiary is an Immaterial Subsidiary, and (x) immediately after giving effect to such designation, the Borrower no Event of Default shall have occurred and the Restricted Subsidiaries shall be in compliancecontinuing or would result therefrom, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 (and, as a condition precedent y) prior to the effectiveness of making any such designation, the Lead Borrower shall deliver delivers an updated Borrowing Base Certificate giving effect to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)designation, (iiiiv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents Senior Subordinated Notes or any Junior Financing the Term Loan Facility, as applicable and (ivv) no Restricted Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Lead Borrower therein at the date of designation in an amount equal to the net book value of the Lead Borrower’s or Restricted Subsidiary’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)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. Each designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11.

Designation of Subsidiaries. The board of directors of the Borrower Holdings may at any time designate any Restricted Subsidiary of Holdings (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries Holdings shall be in compliance, on a Pro Forma Basis, with the covenants covenant set forth in Sections 7.02 and Section 7.11 (whether or not then in effect), and, as a condition precedent to the effectiveness of any such designation, the Borrower Holdings shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents or any Junior Financing or any other financing documentation with secured Indebtedness that ranks pari passu with the Obligations in lien priority on the Collateral, as applicable and (iv) no Restricted Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower Holdings therein at the date of designation in an amount equal to the net book fair market value of the BorrowerHoldings’ or its Subsidiary’s (as applicable) investment Investment therein (and including the aggregate (undiscounted) principal amount of any Indebtedness owed by such Subsidiary to any Loan Party or Restricted Subsidiary immediately prior to such designation). The Investment resulting from such designation shall only must otherwise be permitted to the extent such Investment is permitted under in compliance with Section 7.02). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence by Holdings at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. Each designation or redesignation must be evidenced time and (ii) a return on any Investment by a resolution Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth of Holdings’ or its Subsidiary’s (as applicable) Investment in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11such Subsidiary (without giving effect to any write downs or write offs thereof).

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect Pro Forma Effect to such designation, designation the Borrower Consolidated First Priority Net Leverage Ratio and the Restricted Subsidiaries shall be in complianceConsolidated Total Net Leverage Ratio are no greater than 4.00:1.00 and 5.25:1.00, on a Pro Forma Basisrespectively, with the covenants set forth in Sections 7.02 and 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents Series A-2 Notes, the ABL Facility or any Junior Financing Financing, as applicable and (iv) no Subsidiary in existence as that constitutes or owns a part of the Closing Date, after giving effect to the Transactions, Infusion Business may be designated as an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s or its Subsidiary’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. Each 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 or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that ’s or its Subsidiary’s (as applicable) Investment in such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time after the Closing Date designate (or re-designate) any Restricted Subsidiary as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation (or re-designation), no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designationdesignation (or redesignation), the Borrower and the Restricted Subsidiaries shall be in compliance, compliance on a Pro Forma Basis, Basis with the covenants set forth financial covenant in Sections 7.02 and 7.11 (and, Section 7.10 as a condition precedent of the last day of the most recently ended Test Period on or prior to the effectiveness date of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)determination, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents or any Junior Financing Financing, and (iv) no the Investment resulting from the designation of such Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted SubsidiarySubsidiary as described in the immediately succeeding sentence is permitted by Section 7.02. 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 net book fair market value as determined by the Borrower in good faith of the Borrower’s or a Subsidiary’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)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. Each time and a return on any Investment by the applicable Borrower or Subsidiary 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 or redesignation must be evidenced by a resolution of the board of directors of the Borrower, ’s or a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that Subsidiary’s (as applicable) Investment in such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Borrower and Total Net Leverage Ratio for the Restricted Subsidiaries shall be in compliance, Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 6.01 is less than or equal to 6.5 to 1.0 (calculated on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 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 satisfaction of such compliance), test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents Senior Notes or any Junior Financing and (iv) no Subsidiary in existence as other Indebtedness of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiaryany Loan Party. 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 net book fair market value as determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)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. Each 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 or redesignation must be evidenced by a resolution of the board of directors of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a certified copy of which shall Restricted Subsidiary may not be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) the Borrower may not be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents Senior Subordinated Notes or any Junior Financing and Financing, as applicable, (ivv) no Restricted Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted SubsidiarySubsidiary if it was previously designated an Unrestricted Subsidiary and (vi) the Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as described in the immediately succeeding sentence is permitted by Section 7.02. 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 net book value assets of the respective Subsidiary at the time such Subsidiary is designated an Unrestricted Subsidiary of the Borrower’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)’s. 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. Each designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11.

Designation of Subsidiaries. The board Board of directors of the Borrower Directors may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Parent Borrower and the Restricted Subsidiaries shall be in compliance, compliance with the Financial Covenant (calculated on a Pro Forma Basis), whether or not the Parent Borrower would otherwise be required to be in compliance with the covenants set forth in Sections 7.02 and 7.11 Financial Covenant (and, as a condition precedent to the effectiveness of any such designation, the Parent Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents Senior Notes or any Junior Financing and (iv) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted SubsidiaryFinancing. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date, shall constitute an Investment by the Parent Borrower therein at the date of designation as set forth in an amount equal to the net book value definition of the Borrower’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)Investment. 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 timetime and a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the definition of Investment. Each designation or redesignation must Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower Company may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Borrower Company and the Restricted Subsidiaries Borrower shall be in compliance, compliance with the covenant set forth in Section 7.15 (calculated on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 ) (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate notifying the Administrative Agent and also setting forth in reasonable detail the calculations demonstrating such compliancecompliance with the covenant set forth in Section 7.15 (calculated on a Pro Forma Basis) in this clause (ii), ) and (iii) no Subsidiary may be designated as or continue to constitute an Unrestricted Subsidiary if if, after such designation or during the time such Subsidiary is so designated, it is would be or remain a “Restricted Subsidiary” under (or such similar term) for the purpose of the First Lien Debt Documents Senior Exchange Notes, the Senior Interim Loans, the Refinanced Bridge Indebtedness or any other Junior Financing and (iv) no Subsidiary in existence as or any other Indebtedness of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiaryany Loan Party. 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 net book value of the Borrower’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)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. Each designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 Financial Covenant (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) the Borrower may not be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of any Indebtedness then outstanding in a principal amount greater than the First Lien Debt Documents or any Junior Financing Threshold Amount, as applicable and (ivv) no the Investment resulting from the designation of such Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted SubsidiarySubsidiary as described in the immediately succeeding sentence is permitted by Section 7.02. 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 net book value Fair Market Value of the Borrower’s (as applicable) investment therein (and net assets of the respective Subsidiary at the time that such designation shall only be permitted to the extent such Investment Subsidiary is permitted under Section 7.02)designated an Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. Each designation Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary. It being understood that any Subsidiary designated as an Unrestricted Subsidiary that holds Indebtedness of any Loan Party or redesignation must be evidenced by a resolution of the board of directors of the BorrowerRestricted Subsidiary shall, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies concurrently with the foregoing conditions and setting forth in reasonable detail effectiveness of such designation, make such Indebtedness subordinate to the calculations demonstrating compliance with Obligations of such Loan Party or Restricted Subsidiary under the covenants set forth in Sections 7.02 and 7.11Loan Documents on terms reasonably satisfactory to the Administrative Agent.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenants, (c) no Subsidiary may be designated as or continue as an Unrestricted Subsidiary if it is or is deemed to be a “Restricted Subsidiary” for the purposes of any other Indebtedness and (d) immediately after giving effect to such designation, the aggregate Fair Market Value of all Investments of the Borrower and the Restricted Subsidiaries in Unrestricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 not exceed $5,000,000 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate of an Authorized Officer setting forth in reasonable detail the calculations demonstrating such compliance), compliance with clauses (iiib) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents or any Junior Financing and (ivd) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiarythis proviso). 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 net book fair market value of the Borrower’s or its Subsidiary’s (as applicable) investment therein (and such designation therein. No Unrestricted Subsidiary shall only be permitted to at any time own any Equity Interests or Indebtedness of, or own or hold any Lien on, any property of the extent such Investment is permitted under Section 7.02)Borrower or any Restricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. Each Any such designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered notified by the Borrower to the Administrative Agent together with by promptly delivering to the Administrative Agent a certificate of Responsible an Authorized Officer of Borrower certifying that such designation complies complied with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11provisions.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Borrower and Net Leverage Ratio for the Restricted Subsidiaries shall be in compliance, Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 6.01 is less than or equal to 4.50 to 1.0 (calculated on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 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 satisfaction of such compliance), test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” under or for the purpose of the ABL Facilities, the First Lien Debt Documents Term Facilities or any Junior Financing and (iv) no Subsidiary or any other Indebtedness for borrowed money of any Loan Party in existence as a principal amount in excess of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted SubsidiaryThreshold Amount. 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 net book fair market value as determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)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. Each 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 or redesignation must be evidenced by a resolution of the board of directors of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a certified copy of which shall Restricted Subsidiary may not be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time after the Closing Date by notice from a Responsible Officer of the Borrower to the Administrative Agent designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and immediately after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Sections 7.02 and 7.11 Section 7.18, determined on a pro forma basis as of the end of the most recent fiscal quarter for which financial statements of the Borrower have been delivered under Section 6.01(a) or (b), as applicable, as if such designation had occurred on the last day of such fiscal quarter of the Borrower 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 -118- demonstrating such compliance), compliance and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents or any Junior Financing and (iv) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be was previously designated as an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s (as applicable) investment therein (and including the fair market value of the assets of such designation shall only be permitted to Subsidiary at the extent such Investment is permitted under Section 7.02time of designation). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. Each 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 or redesignation must be evidenced by a resolution of the board of directors of the Borrower’s Investment in such Subsidiary. Notwithstanding anything herein to the contrary, a certified copy in no event shall (i) the Borrower designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary owns any Material Intellectual Property or (ii) any Unrestricted Subsidiary own any Material Intellectual Property. As of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11Closing Date, no Subsidiary has been designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Borrower and Net Leverage Ratio for the Restricted Subsidiaries shall be in compliance, Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 6.01 is less than or equal to 4.25 to 1.0 (calculated on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 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 satisfaction of such compliance), test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents ABL Facilities or any Junior Financing and (iv) no Subsidiary or any other Indebtedness for borrowed money of any Loan Party in existence as a principal amount in excess of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted SubsidiaryThreshold Amount. 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 net book fair market value as determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)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. Each 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 or redesignation must be evidenced by a resolution of the board of directors of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a certified copy of which Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary. Neither the Borrower nor any Restricted Subsidiary shall permit transfer any Material Intellectual Property to any Unrestricted Subsidiary or be delivered permitted to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying designate any Restricted Subsidiary that owns any such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11Material Intellectual Property as an Unrestricted Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenants, (c) no Subsidiary may be designated as or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purposes of any other Indebtedness and (d) immediately after giving effect to such designation, the aggregate Fair Market Value of all Investments of the Borrower and the Restricted Subsidiaries in Unrestricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 not exceed $5,000,000 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate of an Authorized Officer setting forth in reasonable detail the calculations demonstrating such compliance), compliance with clauses (iiib) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents or any Junior Financing and (ivd) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiarythis proviso). 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 net book fair market value of the Borrower’s or its Subsidiary’s (as applicable) investment therein (and such designation therein. No Unrestricted Subsidiary shall only be permitted to at any time own any Equity Interests or Indebtedness of, or own or hold any Lien on, any property of the extent such Investment is permitted under Section 7.02)Borrower or any Restricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. Each Any such designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered notified by the Borrower to the Administrative Agent together with by promptly delivering to the Administrative Agent a certificate of Responsible an Authorized Officer of Borrower certifying that such designation complies complied with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11provisions.. Servicing Agreements.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing. The Subsidiaries, (ii) immediately after giving effect to such designationif any, the Borrower and the Restricted Subsidiaries listed on Schedule 5.10 shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents or any Junior Financing and (iv) no Subsidiary in existence Subsidiaries as of the Closing Second Restatement Effective Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Second Restatement Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s (or its Restricted Subsidiaries’, as applicable, Investments therein at the time of the designation; provided that (x) investment therein (and such designation the Borrower shall only not be permitted to designate any Restricted Subsidiary that holds Material Intellectual Property as an Unrestricted Subsidiary and (y) neither the extent such Investment is Borrower nor any Restricted Subsidiary shall be permitted under Section 7.02)to contribute, sell, transfer or otherwise dispose of any Material Intellectual Property to any Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. Each 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 or redesignation must be evidenced by a resolution of the board of directors of the Borrower’s or its Subsidiaries, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that as applicable, investment in such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Borrower and Total Leverage Ratio for the Restricted Subsidiaries shall be in compliance, Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 6.01 is less than or equal to 6.0 to 1.0 (calculated on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 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 satisfaction of such compliance)test) and, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents ABL Facilities, the Senior Notes, or any other Junior Financing or any other Indebtedness of any Loan Party and (iv) no Subsidiary in existence as of the Closing Date, after giving effect with respect to the Transactions, may be designated designation of any Restricted Subsidiary as an Unrestricted SubsidiarySubsidiary after the Amendment No. 1 Effective Date, the Required Lenders have provided prior written consent to such designation. 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 net book fair market value as determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)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. Each 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 or redesignation must be evidenced by a resolution of the board of directors of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a certified copy of which shall Restricted Subsidiary may not be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The board of directors of the Parent Borrower may at any time designate any Restricted Subsidiary of the Parent Borrower (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Parent Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 (Financial Covenant, and, as a condition precedent to the effectiveness of any such designation, the Parent Borrower shall deliver to the Administrative Agent in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, a certificate setting forth in reasonable detail the calculations demonstrating such compliance), compliance and (iii) no such Subsidiary may also shall have been or will promptly be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryunrestricted subsidiary” (or otherwise not be subject to the covenants) under any Permitted Acquisition Debt, any Permitted Ratio Debt, Incremental Equivalent Debt, Refinancing Notes or for the purpose any Refinancing Loans, and any Permitted Refinancing Indebtedness of any of the First Lien Debt Documents or any Junior Financing foregoing (and (iv) no Subsidiary successive Permitted Refinancing Indebtedness thereof), in existence as of the Closing Dateeach case, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiaryextent such concept exists therein. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Restatement Effective Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the net book fair market value of the Parent Borrower’s or its Subsidiary’s (as applicable) investment Investment therein (and 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 shall only must otherwise be permitted in compliance with Section 6.04. The Parent Borrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary at any time by written notice to the extent Administrative Agent if after giving effect to such Investment designation, the Parent Borrower is permitted in compliance with the Financial Covenant on a Pro Forma Basis, no Event of Default shall exist or would otherwise result therefrom and the Parent Borrower complies with the obligations under clause (a) of Section 7.02)5.10. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute constitute (i) the incurrence by the Parent Borrower at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. Each time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation or redesignation must be evidenced by a resolution of the board of directors of the Parent Borrower, a certified copy of which shall be delivered ’s or its Subsidiary’s (as applicable) Investment in such Subsidiary (without giving effect to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11any write downs or write offs thereof).

Designation of Subsidiaries. The board chief executive officer or chief financial officer of directors of the Borrower Holdings may at any time designate any existing or subsequently acquired or organized Restricted Subsidiary (other than the Lead Administrative Borrower or any Borrower that, together with any other Borrowers designated as Unrestricted Subsidiaries in connection with the same or any series of related transactions, has assets included in the Revolving Borrowing Base or the FILO Borrowing Base in excess of $15,000,000, except to the extent that Holdings or the Lead Administrative Borrower shall have provided an updated pro forma Borrowing Base Certificate at the time of such designation demonstrating the exclusion of such Borrower’s assets from the Revolving Borrowing Base or the FILO Borrowing Base) as an Unrestricted Subsidiary or and subsequently re-designate any such Unrestricted Subsidiary as a Restricted Subsidiary; provided that Subsidiary subject solely to the following terms and conditions: (ia) immediately before and after the fair market value of such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, Subsidiary at the Borrower and the Restricted Subsidiaries time it is designated as an Unrestricted Subsidiary shall be in compliance, treated as an Investment by the Borrowers at such time; (b) on a Pro Forma Basis, with after giving effect thereto, the covenants set forth in Sections 7.02 Payment Conditions shall be satisfied; (c) the Indebtedness and 7.11 (and, Liens of such Subsidiary at the time it is designated as a condition precedent “Restricted Subsidiary” shall be treated as Indebtedness and Liens of such Subsidiary at such time; and (d) on a Pro Forma Basis, after giving effect thereto, no Event of Default has occurred or is continuing or would exist after giving effect to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) designation or redesignation; provided that no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if unless it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents or any Junior Financing and (iv) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be also designated as an Unrestricted Subsidiary. 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 “unrestricted subsidiary” with respect to the net book value of Senior Notes or any Material Indebtedness (other than the Borrower’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02Untendered Existing 2024 Notes Indebtedness). The designation of , or, in each case, 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. Each designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11Permitted Refinancing thereof.

Designation of Subsidiaries. The board Board of directors of the Borrower Directors may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Parent Borrower and the Restricted Subsidiaries shall be in compliance, compliance with the Financial Covenant (calculated on a Pro Forma Basis), whether or not the Parent Borrower would otherwise be required to be in compliance with the covenants set forth in Sections 7.02 and 7.11 Financial Covenant (and, as a condition precedent to the effectiveness of any such designation, the Parent Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents Senior Notes or any Junior Financing and (iv) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted SubsidiaryFinancing. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date, shall constitute an Investment by the Parent Borrower therein at the date of designation as set forth in an amount equal to the net book value definition of the Borrower’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)Investment. 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 timetime and a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the definition of Investment. Each designation or redesignation must Notwithstanding the foregoing, any Unrestricted Subsidiary that has been redesignated a Restricted Subsidiary may not be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The board of directors of the Lead Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) after giving effect to such designation, the Payment Conditions shall have been satisfied, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Borrower or if such Subsidiary owns any property included in the calculation of the Borrowing Base, unless such Subsidiary is an Immaterial Subsidiary, and (x) immediately after giving effect to such designation, the Borrower no Event of Default shall have occurred and the Restricted Subsidiaries shall be in compliancecontinuing or would result therefrom, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 (and, as a condition precedent y) prior to the effectiveness of making any such designation, the Lead Borrower shall deliver delivers an updated Borrowing Base Certificate giving effect to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)designation, (iiiiv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents Senior Subordinated Notes or any Junior Financing the Term Loan Facility, as applicable, and (ivv) no Restricted Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Lead Borrower therein at the date of designation in an amount equal to the net book value of the Lead Borrower’s or Restricted Subsidiary’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)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. Each designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11.

Designation of Subsidiaries. The board of directors of the Borrower Parent may at any time designate any Restricted Subsidiary of the Parent (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries Parent shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 (Financial Covenant, and, as a condition precedent to the effectiveness of any such designation, the Borrower Parent shall deliver to the Administrative Agent in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, a certificate setting forth in reasonable detail the calculations demonstrating such compliance), compliance and (iii) no such Subsidiary may also shall have been or will promptly be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryunrestricted subsidiary” (or otherwise not be subject to the covenants) under or for any Permitted Ratio Debt, any Incremental Equivalent Debt, any Refinancing Notes, any Refinancing Junior Loans, and from and after the purpose Merger Date, the Coty Facilities, and in each case, any Permitted Refinancing Indebtedness of any of the First Lien Debt Documents or any Junior Financing foregoing (and (iv) no Subsidiary successive Permitted Refinancing Indebtedness thereof), in existence as of the Closing Dateeach case, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiaryextent such concept exists therein. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower Parent therein at the date of designation in an amount equal to the net book fair market value of the BorrowerParent’s or its Subsidiary’s (as applicable) investment Investment therein (and 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 shall only must otherwise be permitted in compliance with Section 6.04. The Parent may designate any Unrestricted Subsidiary as a Restricted Subsidiary at any time by written notice to the extent Administrative Agent if after giving effect to such Investment designation, the Parent is permitted in compliance with the Financial Covenant on a Pro Forma Basis, no Event of Default exits or would otherwise result therefrom and the Parent complies with the obligations under clause (a) of Section 7.02)5.10. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence by the Parent at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. Each time and (ii) a return on any Investment by the Parent in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered Parent’s or its Subsidiary’s (as applicable) Investment in such Subsidiary (without giving effect to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11any write downs or write offs thereof).

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants covenant set forth in Sections 7.02 and Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of any Senior Secured Notes Documents, the First Lien Debt Documents Existing Senior Subordinated Notes Documents, the ABL Credit Agreement, any Permitted Ratio Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing Financing, as applicable, and (iv) no Restricted Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s or its Subsidiary’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. Each 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 or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that ’s or its Subsidiary’s (as applicable) Investment in such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, compliance with the Senior Secured First Lien Incurrence Test (calculated on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 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 satisfaction of such compliance), test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien High Yield Notes, any Specified Senior Secured Notes, any Permitted Additional Incremental Debt, any Permitted Term Loan Refinancing Debt Documents or any Junior Financing and (iv) no Subsidiary in existence Financing, as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiaryapplicable. 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 net book value of the Borrower’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)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. Each designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that provided, that: (i1) immediately before and after such designation (or re-designation), no Specified Event of Default shall have occurred and will be continuing, ; (ii2) immediately after giving effect to such designation (or re-designation), the Borrower and is in compliance with the Restricted Subsidiaries shall be financial covenant set forth in compliance, Section 8.01 on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 (Basis and, as a condition precedent to the effectiveness of any such designation (or re-designation), the Borrower shall will deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such compliance), financial covenant; (iii3) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “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 other Restricted Subsidiary” under or for the purpose Subsidiary of the First Lien Debt Documents or any Junior Financing and Borrower that is not a Subsidiary of the Subsidiary to be so designated; (iv4) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary. The ” for the purpose of any Junior Financing or any other Indebtedness of any Loan Party; and (5) the Investment resulting from the designation of any such Restricted Subsidiary as an Unrestricted Subsidiary shall is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary will constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book fair market value (as determined by the Borrower in good faith) of the Borrower’s or its Subsidiary’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall will constitute the incurrence at the time of designation of any Indebtedness or and Liens of such Subsidiary existing at such time. Each designation or redesignation must be evidenced time and a return on any Investment by a resolution of the board of directors 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) of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that ’s or its Subsidiary’s (as applicable) Investment in such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that: 103 [[NYCORP:3713047v14:05/10/2018--10:17 PM]] (ia) immediately before and after such designation, no Event of Default shall have occurred and be continuing, ; (iib) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 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 of a Responsible Officer of Borrower demonstrating compliance with the calculations demonstrating foregoing clause (a) of this Section 7.16 and, if applicable, certifying that such compliance), Subsidiary meets the requirements of an “Unrestricted Subsidiary”; (iiic) no any Unrestricted Subsidiary may be that has subsequently been designated as an Unrestricted a Restricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents or any Junior Financing and (iv) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may shall not be re-designated as an Unrestricted Subsidiary; and (d) the Investment resulting from the designation of such Restricted Subsidiary as an Unrestricted Subsidiary as described above is permitted by Section 8.3. 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 net book fair market value (as determined by the Borrower in good faith) of the Borrower’s or its Subsidiary’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or and Liens of such Subsidiary existing at such time. Each 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 or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that ’s or its Subsidiary’s (as applicable) Investment in such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Borrower and Total Leverage Ratio for the Restricted Subsidiaries shall be in compliance, Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 6.01 is less than or equal to 6.0 to 1.0 (calculated on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 ) (and, as a condition precedent to the effectiveness of any such designation, the Borrower 113 J. Crew Term Loan Credit Agreement shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such compliance), test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents ABL Facilities, the Senior Notes, or any other Junior Financing and (iv) no Subsidiary in existence as or any other Indebtedness of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiaryany Loan Party. 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 net book fair market value as determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)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. Each 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 or redesignation must be evidenced by a resolution of the board of directors of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a certified copy of which shall Restricted Subsidiary may not be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, Compliance with the covenants set forth in Sections 7.02 and 7.11 Financial Ratios (andit being understood that, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents or Senior Notes, the ABL Facility, any Junior Financing and or any other Indebtedness, as applicable, (iv) no Restricted Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (v) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), plus (B) the aggregate fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed the amount permitted pursuant to Section 7.02 as of such Designation Date pro forma for such designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s or its Subsidiary’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. Each 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 or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that ’s or its Subsidiary’s (as applicable) Investment in such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) the Borrower may not be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents Senior Subordinated Notes or any Junior Financing and Financing, as applicable, (ivv) no Restricted Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted SubsidiarySubsidiary if it was previously designated an Unrestricted Subsidiary and (vi) the Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as described in the immediately succeeding sentence is permitted by Section 7.02. 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 net book value assets of the respective Subsidiary at the time such Subsidiary is designated an Unrestricted Subsidiary of the Borrower’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02)'s. The designation of NEWYORK 7904486 (2K) 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. Each designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11.

Designation of Subsidiaries. The board of directors of the Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (ia) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (iib) in the case of a designation of a Subsidiary as an Unrestricted Subsidiary, an Investment in the amount of the fair market value of such Subsidiary would be permitted at such time, (c) immediately before and after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower Loan Parties shall deliver to be in compliance with the financial covenant set forth in Section 8.11 (irrespective of whether such covenant is otherwise applicable) on a Pro Forma Basis (and the Administrative Agent shall have received a certificate setting forth in reasonable detail Pro Forma Compliance Certificate demonstrating compliance with the calculations demonstrating such compliance), foregoing) and (iiid) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” under or for the purpose of the any Permitted First Lien Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, Permitted Unsecured Refinancing Debt Documents or any Junior Financing and (iv) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiary. 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 net book value of the Borrower’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted Indebtedness incurred under Section 7.028.03(f). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. Each time and (ii) a return on any Investment by the Parent in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation or redesignation must be evidenced by a resolution of the board Parent’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 Parent in an Unrestricted Subsidiary be duplicative of directors of any return that increases the Borrower, a certified copy of which shall be delivered Available Amount pursuant to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11definition thereof.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Second Lien Debt Documents or any Junior Financing and (iv) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiary. 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 net book value of the Borrower’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02). 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. Each designation or redesignation must be evidenced by a resolution of the board of directors of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants set forth in Sections 7.02 and 7.11.

Designation of Subsidiaries. The board of directors of the Parent Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Parent Borrower and the Restricted its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants covenant set forth in Sections 7.02 and 7.11 Section 7.10 (whether or not such covenant is then in effect) (and, as a condition precedent to the effectiveness of any such designation, the Parent Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiic) notwithstanding anything else in this Section 6.15 to the contrary, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary and (d) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under or for the purpose of the First Lien Debt Documents or any Junior Financing and (iv) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted SubsidiaryFinancing. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Parent Borrower or the Borrower relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book fair market value of the Borrowersuch Person’s (as applicable) investment therein (and the Investment resulting from such designation shall only must otherwise be permitted to the extent such Investment is permitted under in compliance with Section 7.02). 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. Each designation or redesignation must be evidenced by a resolution As of the board of directors date hereof, any Unrestricted Subsidiaries of the Borrower, a certified copy of which shall be delivered to Administrative Agent together with a certificate of Responsible Officer of Parent Borrower certifying that such designation complies with the foregoing conditions and setting forth in reasonable detail the calculations demonstrating compliance with the covenants are set forth in Sections 7.02 and 7.11the Confidential Disclosure Letter.