Common use of Designation of Subsidiaries Clause in Contracts

Designation of Subsidiaries. Lead Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an 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 and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the Subsidiary designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty AgreementSubsidiaries Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead the Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, Agreement or (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Pari Passu Loan Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (IIIII), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead the Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), ) and (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead the Borrower or any Restricted Subsidiary (other than Equity Interests in an 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 and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead the Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate (or re-designate) any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation (or re-designation), no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it or any of its Subsidiaries is would be a “Restricted Subsidiary” for the purpose of any Incremental Equivalent Debt, Refinancing Equivalent Debt or Junior Financing and (Iiii) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) described in the case of the immediately succeeding sentence is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) Subsidiary shall constitute an Investment by the Subsidiary to be so designated and (ii) its Subsidiaries has not, Borrower therein at the time date of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect designation in an amount equal to any Indebtedness pursuant to which the lender has recourse to any fair market value as determined by the Borrower in good faith of the assets of Lead Borrower Borrower’s or any Restricted Subsidiary a Subsidiary’s (other than Equity Interests in an Unrestricted Subsidiary)as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead the Borrower or the applicable 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 of Lead the Borrower’s or a Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Lead Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Secured Notes Documents Indenture or (III) any Refinancing Notes IndentureNote/Loan Documents, any Permitted Pari Passu Notes Document, any Permitted Pari Passu Loan Documents, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may not be designated an Unrestricted Subsidiary, (vii) no Unrestricted Subsidiary may hold Intellectual Property that is material to the operations of Borrower and its Subsidiaries taken as a whole and (viiviii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (ia) the Subsidiary to be so designated and (iib) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted SubsidiarySubsidiary and, in the case of a Securitization Entity, other than pursuant to Standard Securitization Undertakings and Limited Originator Recourse). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Lead Borrower Subject to Section 9.9, the Company may at designate or redesignate any time Unrestricted Subsidiary of the Reporting Entity as a Restricted Subsidiary and from time to time after the Closing Date may designate or redesignate any Restricted Subsidiary of Lead Borrower the Reporting Entity as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by Subsidiary; provided that: (a) the Company shall have given not less than 10 days’ prior written notice to the Administrative Agent; provided holders of the Notes that a Senior Financial Officer has made such determination; (ib) at the time of such designation or redesignation and immediately before and after such designationgiving effect thereto, no Default or Event of Default shall have occurred and be continuing, would exist; (iic) in the case of the designation of any a Restricted Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated Reporting Entity as an Unrestricted Subsidiary if it and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any capital stock of the Reporting Entity or any Restricted Subsidiary and (ii) such designation shall be deemed a sale of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with assets and would be permitted by the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, 10.5; (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (viid) in the case of the designation of an Unrestricted Subsidiary of the Reporting Entity as a Restricted Subsidiary and after giving effect thereto: (i) all outstanding Debt of such Restricted Subsidiary so designated would be permitted within the applicable limitations of Section 10.2 and (ii) all existing Liens of such Restricted Subsidiary so designated would be permitted within the applicable limitations of Section 10.3 (other than Section 10.3(h), notwithstanding that any such Lien existed as of the date of the Initial Closing); (e) in the case of the designation of a Restricted Subsidiary of the Reporting Entity as an Unrestricted Subsidiary, each of (i) such Restricted Subsidiary shall not at any time after the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any date of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in Initial Closing have previously been designated as an Unrestricted Subsidiary). The Subsidiary more than twice; and (f) in the case of the designation of any an Unrestricted Subsidiary of the Reporting Entity as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of the Initial Closing have previously been designated as a Restricted Subsidiary shall constitute (i) more than twice. Notwithstanding the incurrence at the time of designation of any Investment, Indebtedness foregoing or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant anything herein to the preceding sentence in contrary, each Subsidiary of the Reporting Entity shall be a Restricted Subsidiary unless the Company has designated it as an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Unrestricted Subsidiary.

Designation of Subsidiaries. Lead Borrower Holdings may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower (other than the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower Holdings or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower Holdings or any of its the Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Pari Passu Loan Documents, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower Holdings shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), ) and (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (ix) the Subsidiary to be so designated and (iiy) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower Holdings or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ia) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (iib) a return on any Investment by Lead Borrower Holdings or the applicable Restricted Subsidiary, in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead BorrowerHoldings or such Restricted Subsidiary’s Investment in such Subsidiary.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any an Unrestricted Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any a Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior after giving effect to such designation, all calculatedthe Borrower could incur $1.00 of Permitted Ratio Debt, except as set forth in or the parenthetical Consolidated Cash Interest Coverage Ratio would be no less that the Consolidated Cash Interest Coverage Ratio immediately prior to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05giving effect thereto, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it or any of its Subsidiaries is would be a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreementany Junior Financing, (II) the Unsecured Notes Documents or (III) any Refinancing Notes IndentureIncremental Equivalent Debt, any Permitted Pari Passu Notes Document, Ratio Debt or any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, Refinancing thereof and (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) Subsidiary after the Subsidiary to be so designated and (ii) its Subsidiaries has not, Closing Date shall constitute an Investment by the Borrower therein at the time date of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which designation as set forth in the lender has recourse to any definition of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date definition of such designation of Lead Borrower’s Investment in such SubsidiaryInvestment.

Designation of Subsidiaries. Lead (a) Subject to Section 6.13(b) below, the Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary, such designation Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such previously Unrestricted Subsidiary and its Subsidiaries existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Event of Default shall have occurred and be continuing; (ii) the Borrower is in compliance with the Financial Covenants on a Pro Forma Basis; and (iii) in the case of clause (x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, the Borrower or any Restricted Subsidiary, and (B) neither the Borrower nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to such Indebtedness of such Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). Notwithstanding anything to the contrary in this Agreement, (i) no Loan Party shall sell, transfer or dispose of material property (including the grant of an exclusive license of intellectual property) to an Unrestricted Subsidiary and (ii) a return on any Investment by Lead Borrower in no Subsidiary may be designated as an Unrestricted Subsidiaries pursuant to the preceding sentence in Subsidiary or continue as an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such SubsidiaryUnrestricted Subsidiary if it owns material property.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate (or re-designate) any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation (or re-designation), no Event of Specified Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation hereunder, it or any of its Subsidiaries is would be a “Restricted Subsidiary” for purposes of the purpose of Existing Secured 2024 Notes and/or the Existing Secured 2025 Notes and (Iiii) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) described in the case of the immediately succeeding sentence is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) Subsidiary shall constitute an Investment by the Subsidiary to be so designated and (ii) its Subsidiaries has not, Borrower therein at the time date of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect designation in an amount equal to any Indebtedness pursuant to which the lender has recourse to any fair market value as determined by the Borrower in good faith of the assets of Lead Borrower Borrower’s or any Restricted Subsidiary a Subsidiary’s (other than Equity Interests in an Unrestricted Subsidiary)as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead the Borrower or the applicable 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 of Lead the Borrower’s or a Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case other than for purposes of the designation of any designating a Restricted Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment Subsidiary that is a Securitization Subsidiary in such Unrestricted Subsidiary (calculated as an amount equal to connection with the sum establishment of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiarya Qualified Securitization Financing, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior after giving effect to such designation, all calculated, except as the Borrower shall be in compliance with the financial covenant set forth in the parenthetical to clause Article VIII (xwhether or not then in effect at such time) above, (calculated on a consolidated basis Pro Forma Basis) (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 accordance with U.S. GAAP), reasonable detail the calculations demonstrating satisfaction of such test) and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it or any of its Subsidiaries is would be a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the Financing. The designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) Subsidiary shall constitute an Investment by the Subsidiary to be so designated and (ii) its Subsidiaries has not, Borrower therein at the time date of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect designation in an amount equal to any Indebtedness pursuant to which the lender has recourse to any fair market value of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant time. Notwithstanding anything to the preceding sentence in contrary, a Restricted Subsidiary shall not be permitted to be designated as an amount equal to Unrestricted Subsidiary if such Subsidiary does not substantially concurrently constitute or will not substantially concurrently constitute an “Unrestricted Subsidiary” under the fair market value at the date of such designation of Lead Borrower’s Investment in such SubsidiaryExisting Senior Secured Notes Indenture.

Designation of Subsidiaries. Lead (a) Subject to Section 5.13(b) below, the Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary, such designation Subsidiary shall constitute an Investment by such Borrower therein at the date of designation in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations Fair Market Value of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default or Event of Default exists or would result therefrom; (ii) a return in the case of clause (y) only, immediately after giving pro forma effect to such designation, the Borrower is in compliance with the Financial Covenants as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01; and (iii) in the case of clause (x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any Investment by Lead property of, the Borrower in or any Restricted Subsidiary, and (B) neither the Borrower nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiaries pursuant Subsidiary (including any right to the preceding sentence in an amount equal to the fair market value at the date of take enforcement action against such designation of Lead Borrower’s Investment in such Unrestricted Subsidiary).

Designation of Subsidiaries. Lead (a) Subject to Section 2.18(b), the board of directors of the Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions . The designation of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no any Restricted Subsidiary may be a Subsidiary of as an Unrestricted Subsidiary (and any Subsidiary of shall constitute an Unrestricted Subsidiary that is acquired or formed after Investment by the Borrower therein at the date of designation shall automatically be designated as in an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in amount equal to the case fair market value of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or would result therefrom; (ii) a return in the case of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant property of, any Nexstar Entity or any Mission Entity, (B) the Subsidiary to be so designated does not guarantee or otherwise provide credit support for the preceding sentence in an amount equal Senior Second Lien Notes or is otherwise obligated under any other Indenture Documentation or any Permitted Refinancing of any thereof, or any security with respect to the fair market value at the date any of such debt issuances and (C) none of the Nexstar Entities or Mission Entities shall at any time be directly or indirectly liable (or otherwise provide credit support for) for any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary); and (iii) the Nexstar Borrower shall be in compliance (on a Pro Forma Basis) with the Financial Covenants as of the end of the most recent Test Period (as if such designation had occurred on the first day of Lead Borrower’s Investment in such SubsidiaryTest Period).

Designation of Subsidiaries. Lead Borrower Holdings may at any time and from time to time after the Closing Amendment and Restatement Effective Date designate any Restricted Subsidiary of Lead Borrower (other than the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower Holdings or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower Holdings or any of its the Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Pari Passu Loan Documents, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower Holdings shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), ) and (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (ix) the Subsidiary to be so designated and (iiy) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower Holdings or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ia) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (iib) a return on any Investment by Lead Borrower Holdings or the applicable Restricted Subsidiary, in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead BorrowerHoldings or such Restricted Subsidiary’s Investment in such Subsidiary.

Designation of Subsidiaries. Lead (a) Subject to Section 2.18(b), the board of directors of the Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions . The designation of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no any Restricted Subsidiary may be a Subsidiary of as an Unrestricted Subsidiary (and any Subsidiary of shall constitute an Unrestricted Subsidiary that is acquired or formed after Investment by the Borrower therein at the date of designation shall automatically be designated as in an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in amount equal to the case fair market value of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or would result therefrom; (ii) a return in the case of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant property of, any Nexstar Entity or any Mission Entity, (B) the Subsidiary to be so designated does not guarantee or otherwise provide credit support for the preceding sentence in an amount equal Senior Second Lien Notes or is otherwise obligated under any other Indenture Documentation or any Permitted Refinancing of any thereof, or any security with respect to the fair market value at the date any of such debt issuances and (C) none of the Nexstar Entities or Mission Entities shall at any time be directly or indirectly liable (or otherwise provide credit support for) for any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary); and (iii) the Borrower shall be in compliance (on a Pro Forma Basis) with the Financial Covenants as of the end of the most recent Test Period (as if such designation had occurred on the first day of Lead Borrower’s Investment in such SubsidiaryTest Period).

Designation of Subsidiaries. Lead Borrower The Board of Directors may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case other than for purposes of the designation of any designating a Restricted Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment Subsidiary that is a Securitization Subsidiary in such Unrestricted Subsidiary (calculated as an amount equal to connection with the sum establishment of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiarya Qualified Securitization Financing, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior after giving effect to such designation, all calculated, except as set forth the Parent Borrower shall be in compliance with the parenthetical to clause Financial Covenants (x) above, calculated on a consolidated basis in accordance with U.S. GAAPPro Forma Basis), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it or any of its Subsidiaries is would be a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and Senior Notes or any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the Junior Financing. The designation of any Subsidiary as an Unrestricted SubsidiarySubsidiary after the Effective Date, each of (i) shall constitute an Investment by the Subsidiary to be so designated and (ii) its Subsidiaries has not, Parent Borrower therein at the time date of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which designation as set forth in the lender has recourse to any definition of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary). “Investment.” The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in definition of “Investment.” Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Unrestricted Subsidiary.

Designation of Subsidiaries. Lead The Board of Directors of the Parent Borrower may at any time and from time to time after the Closing Restatement Effective Date designate any Restricted Subsidiary of Lead Borrower (other than a Borrower) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (ia) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (iib) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior after giving effect to such designation, all calculated, except as set forth the Parent Borrower and the other Restricted Subsidiaries shall be in the parenthetical to clause (x) abovecompliance, on a consolidated basis in accordance Pro Forma Basis, with U.S. GAAP), each of the Financial Covenants and such Investment shall be permitted under Section 10.05, (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the Senior Notes. The designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) Subsidiary shall constitute an Investment by the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Parent Borrower or any the relevant Restricted Subsidiary (other than Equity Interests as applicable) therein at the date of designation in an Unrestricted amount equal to the fair market value of Parent Borrower’s or such relevant Restricted Subsidiary)’s (as applicable) investment therein, as determined in good faith by such Parent Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be in compliance with Section 9.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness Debt or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in time. As of the Restatement Effective Date, there are no Unrestricted Subsidiaries. No Subsidiary shall be designated an Unrestricted Subsidiary if after giving effect to such designation, the Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such taken as a whole would constitute a Material Subsidiary.

Designation of Subsidiaries. Lead Borrower (a) The Parent may at any time and from time to time after the Closing Date designate (or re-designate) any Restricted Subsidiary (other than the Borrower or any Subsidiary of Lead Borrower the Parent that directly or indirectly owns Equity Interests in the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the . The designation of any Subsidiary as an Unrestricted Subsidiary, such designation Subsidiary after the Effective Date in accordance with this Section 5.13(a) shall constitute an Investment by the Parent or the relevant Restricted Subsidiary, as applicable, therein at the date of designation in an amount equal to the fair market value (as determined in good faith by the Borrower) of the Investments held by the Parent and/or the applicable Restricted Subsidiaries in such Unrestricted Subsidiary immediately prior to such designation. Upon any such designation (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary (calculated as an amount equal pursuant to the sum definition of (x) “Investment”), the fair market value of Parent and/or the Equity Interests of applicable Restricted Subsidiaries shall receive a credit against the designated applicable clause in Section 6.04 that was utilized for the Investment in such Unrestricted Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations for all Returns in respect of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary in accordance with this Section 5.13 shall constitute (i) the incurrence by such Restricted Subsidiary at the time of designation of any Investment, Indebtedness or Liens of such Restricted Subsidiary and its Subsidiaries existing outstanding at such time and (to the extent assumed). (b) The Parent may designate (or re-designate) any Restricted Subsidiary that is an Excluded Subsidiary as an Electing Guarantor. The Parent may designate (or re-designate) any Electing Guarantor as an Excluded Subsidiary; provided that (i) after giving effect to such release, such Restricted Subsidiary shall not be a guarantor of any Credit Agreement Refinancing Indebtedness, any Additional Term Notes, any Unrestricted Additional Term Notes or any Term Loan Exchange Notes, (ii) a return on any such redesignation shall constitute an Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence Parent or the relevant Restricted Subsidiary, as applicable, therein at the date of designation in an amount equal to the fair market value (as determined in good faith by the Borrower) of the Investments held by the Parent and/or the applicable Restricted Subsidiaries in such Electing Guarantor immediately prior to such re-designation and such Investments shall otherwise be permitted hereunder and (iii) any Indebtedness or Liens of such Restricted Subsidiary (after giving effect to such release) shall be deemed to be incurred at the date time of such designation of Lead Borrower’s Investment in release by such SubsidiaryElecting Guarantor and such incurrence shall otherwise be permitted hereunder.

Designation of Subsidiaries. Lead Borrower (a) The Board of Directors of Parent may at any time and from time to time after the Closing Date designate any Restricted Subsidiary (other than any such Restricted Subsidiary that is a Borrower or the direct parent company of Lead Borrower such Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentAgents; provided provided, that (i) immediately before and after such designation, (x) no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower continuing or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) would result therefrom and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth Borrowers shall be in the parenthetical to clause (x) abovecompliance, on a consolidated basis in accordance Pro Forma Basis, with U.S. GAAP)the Financial Maintenance Covenant, and (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after such Investment shall designation it would be permitted under Section 10.05a “restricted subsidiary” for the purpose of any other Material Debt, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of was previously designated as an Unrestricted Subsidiary and then redesignated as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, and (viv) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), Subsidiary if it is an IP Holding Company. (vib) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the The designation of any Subsidiary as an Unrestricted Subsidiary, each Subsidiary shall constitute an Investment by Parent therein at the date of designation in an amount equal to the fair market value of Parent’s Investment therein as determined in good faith by Parent and the Investment resulting from such designation must otherwise be in compliance with Section 6.7 (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, as determined at the time of such designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an 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 and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower Parent in such Unrestricted Subsidiaries pursuant Subsidiary; provided, that (i) solely for the purpose of calculating the outstanding amounts of Investments under Section 6.7 made in respect of any Unrestricted Subsidiary being redesignated as a Restricted Subsidiary, upon such redesignation Parent shall be deemed to the preceding sentence continue to have an outstanding Investment in such Subsidiary in an amount (if positive) equal to (a) Parent’s Investment in such Subsidiary at the time of such redesignation less (b) the fair market value of the net assets of such Subsidiary at the time of such redesignation attributable to Parent’s ownership of such Subsidiary and (ii) solely for purposes of Section 5.9(c) and the Collateral Documents, any Unrestricted Subsidiary designated as a Restricted Subsidiary shall be deemed to have been acquired on the date of such designation. Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the date time of such designation of Lead Borrower’s Investment transfer, in such Subsidiaryeach case as determined in good faith by Parent.

Designation of Subsidiaries. Lead Borrower may MKS may, at any time from and from time to time after the Closing Date Date, designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) in the case of the with respect to any such designation of any Subsidiary or Subsidiaries as Unrestricted Subsidiary whose assets included immediately before such designation in the Borrowing Base represent at least 5% of the Borrowing Base immediately before such designation, the Payment Conditions are met (and as a condition precedent to the effectiveness of any such designation, MKS shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than 10% of MKS’s Consolidated EBITDA (calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of MKS, for the period of four (4) consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01 and (iv) each Subsidiary designated as a “Restricted Subsidiary” under the Term Facility shall be designated as a Restricted Subsidiary hereunder. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party therein at the date of designation in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned applicable Loan Party’s investment therein (as determined in good faith by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted SubsidiaryMKS). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower the applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrowersuch Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, MKS shall not be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate (or re-designate) any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation (or re-designation), no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it or any of its Subsidiaries is would be a “Restricted Subsidiary” for the purpose of any Incremental Term Commitments or Refinancing Indebtedness, and (Iiii) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) described in the case of the immediately succeeding sentence is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) Subsidiary shall constitute an Investment by the Subsidiary to be so designated and (ii) its Subsidiaries has not, Borrower therein at the time date of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect designation in an amount equal to any Indebtedness pursuant to which the lender has recourse to any fair market value as determined by the Borrower in good faith of the assets of Lead Borrower Borrower’s or any Restricted Subsidiary a Subsidiary’s (other than Equity Interests in an Unrestricted Subsidiary)as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead the Borrower or the applicable 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 of Lead the Borrower’s or a Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead the Borrower as an Unrestricted (including any existing Subsidiary and any newly acquired or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice newly formed Subsidiary) to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, unless (i) such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under owns any Capital Stock or Indebtedness of, or owns or holds any Lien on, any property of, the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any Subsidiary of its Restricted Subsidiaries immediately prior the Borrower (other than any Subsidiary of the Subsidiary to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be so designated as or an Unrestricted Subsidiary) (ii) such Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess Indebtedness of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary ; provided that: (other than Equity Interests a) such designation complies with Sections 7.6 and 7.8; (b) at the time of and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; (c) the Borrower is in compliance on a Pro Forma Basis with the Financial Covenants; and (d) in no event shall any material Intellectual Property be transferred directly or indirectly by the Borrower or its Restricted Subsidiaries to an Unrestricted Subsidiary), The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary; provided that upon a designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower or its Restricted Subsidiary shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the amount of the Borrower’s or its Restricted Subsidiary’s Investment in such Restricted Subsidiary at the time of such designation, less (b) the portion of the fair market value (as reasonably determined by the Borrower) of the assets of such Restricted Subsidiary attributable to the Borrower’s or it’s Restricted Subsidiary’s equity therein at the time of such designation. Any such designation, other than on the Closing Date, by the Borrower shall be notified by the Borrower to the Administrative Agent by written notice of such designation and a certificate of an Authorized Officer of the Borrower certifying that such designation complied with the foregoing provisions.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead the Borrower (other than the BD Subsidiary or the Advisory Services Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, designation (A) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis) is no more than 4.50 to 1.00 and (B) no Default or Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, both immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to following such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iiiii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it or any of its Subsidiaries is would be a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), Indebtedness for borrowed money with a an outstanding principal amount in excess of the Threshold AmountAmount or any Junior Financing, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (viii) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be Subsidiary if it was previously designated as an Unrestricted Subsidiary and (viiiv) no Unrestricted Subsidiary may be designated as a Restricted Subsidiary if, after such designation, it would not be in compliance with the case of the covenants set forth in Sections 7.01, 7.02 and 7.03. The designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) Subsidiary after the Subsidiary to be so designated and (ii) its Subsidiaries has not, Closing Date shall constitute an Investment by the Borrower therein at the time date of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect designation in an amount equal to any Indebtedness pursuant to which the lender has recourse to any fair market value of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Borrower’s Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or and Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return Return on any Investment by Lead the Borrower in such Unrestricted Subsidiaries Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead the Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. The Lead Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower (other than the Canadian Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Distribution Conditions shall be satisfied on a Pro Forma Basis, (iii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value net worth of the Equity Interests of the Subsidiary designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value net worth to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty AgreementCredit Party Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by such the Subsidiary and any of its Subsidiaries to the Lead Borrower or any of its Restricted Subsidiaries Subsidiary immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iiiiv) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit AgreementSenior Notes Indenture (or any indenture that governs Indebtedness that refinances the Senior Notes), or (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (IIIII), with a principal amount in excess of the Threshold Amount, (ivv) following immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vvi) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each no recourse whatsoever (whether by contract or by operation of (ilaw or otherwise) may be had to the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary and (viii) the Lead Borrower shall have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer or other than Equity Interests officer of such Person having substantially the same authority and responsibility, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in an Unrestricted Subsidiaryreasonable detail) required by the preceding clause (ii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (iA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (iiB) a return on any Investment by the Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Lead Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (ia) other than in the case of the designation of a joint venture in existence on the Closing Date that thereafter becomes a Subsidiary (an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall have occurred and be continuing, (iib) other than in the case of the designation of any Subsidiary an Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, Holdings, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10, (c) the Borrower shall not be designated as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iiid) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, Subordinated Indebtedness. The designation of any Permitted Junior Notes Document or other debt instrumentSubsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in each the case of this clause (III)any guarantee or similar Investment, with a principal amount in excess the amount) of the Threshold Amount, Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Closing Date (iv) following the designation including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Lead Borrower shall comply with the provisions Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 9.12 with respect to such designated Restricted Subsidiary7.03, (v) no Restricted Subsidiary may but will not be a Subsidiary considered the sale or issuance of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary). The designation for purposes of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such SubsidiarySection 7.05.

Designation of Subsidiaries. Lead Borrower Holdings may at any time and from time to time after the Closing Date not designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary by as an Unrestricted Subsidiary, unless (a) Holdings shall have given not less than ten (10) days’ prior written notice to the Administrative Agent; provided Lenders that the Board of Directors of Holdings has made such determination, (ib) at the time of such designation or redesignation, and immediately before and after such designationgiving effect thereto, no Default or Event of Default shall have occurred and be continuingwould exist, (iic) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly, or indirectly, own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, (i) all outstanding Indebtedness of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 7.1, and (ii) all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such designation Restricted Subsidiary shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to not at any time after the sum date of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be this Agreement have previously been designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for more than once, and (f) in the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and shall not at any Subsidiary of an Unrestricted Subsidiary that is acquired or formed time after the date of designation shall automatically be this Agreement have previously been designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other more than Equity Interests in an 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 and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiaryonce.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice delivering to the Administrative AgentAgent a certificate of a Responsible Officer specifying such designation and certifying that the conditions to such designation set forth in this Section 6.11 are satisfied; provided that that: (ia) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b) after giving effect to such designation (and clause (c) below), the Borrower is in compliance with the financial covenant set forth in Section 7.1 of the Term Loan Credit Agreement (iior prior to the first testing of such financial covenant, the pro forma Consolidated Leverage Ratio for the Applicable Reference Period is no greater than 4.50 to 1.00; (c) in the case of the a designation of any a Restricted Subsidiary as an Unrestricted Subsidiary, each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.11; (d) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such designation Subsidiary shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may substantially simultaneously be designated as an “Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for under the purpose of Term Loan Credit Agreement (I) and, to the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indentureextent applicable, any other agreement governing Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, Refinancing Indebtedness in each respect of the Term Loans) and in the case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower such Subsidiary shall comply with the provisions of Section 9.12 with respect to such substantially simultaneously be designated as a “Restricted Subsidiary” under the Term Loan Credit Agreement (and, (v) no to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the Term Loans). The designation of any Restricted Subsidiary may be a Subsidiary of as an Unrestricted Subsidiary (and any shall constitute an Investment by the Borrower in such Subsidiary of an Unrestricted Subsidiary that is acquired or formed after on the date of designation shall automatically be designated as in an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in amount equal to the case fair market value of the designation of any Subsidiary Borrower’s Investment therein (as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated determined reasonably and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiarygood faith by a Responsible Officer). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiarytime.

Designation of Subsidiaries. Lead Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL First Lien Term Loan Credit Agreement, (II) the Unsecured Notes Documents Second Lien Term Loan Credit Agreement or (III) any definitive documentation governing any First Lien Incremental Equivalent/Refinancing Notes IndentureDebt, any Permitted Pari Passu Notes Documentdefinitive documentation governing any Second Lien Incremental Equivalent/Refinancing Debt, any Permitted Junior Notes Document Debt Documents or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an 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 and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior after giving effect to such designation, all calculated, except as set forth the Borrower and its Restricted Subsidiaries shall be in the parenthetical to clause (x) abovecompliance, on a consolidated basis in accordance Pro Forma Basis, with U.S. GAAP), and such Investment shall be permitted under Section 10.05the Financial Covenants as of the end of the most recently ended Test Period, (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if after giving effect to such designation, it or any of its Subsidiaries is would be a “Restricted Subsidiary” for the purpose under any Junior Indebtedness, any Indebtedness incurred pursuant to Sections 5.3(t) or (x), or any other material Indebtedness of (I) the ABL a Credit AgreementParty, (IId) no Unrestricted Subsidiary shall own any Stock or Stock Equivalents in the Unsecured Notes Documents Borrower or any of its Restricted Subsidiaries, (IIIe) in no event shall any Refinancing Notes Indenture, Unrestricted Subsidiary own any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess material intellectual property that is material to the business of the Threshold AmountBorrower and any of its Restricted Subsidiaries, (iv) following the designation of an Unrestricted Subsidiary taken as a Restricted Subsidiarywhole, Lead and (f) as a condition precedent to the effectiveness of any such designation, the Borrower shall comply deliver to Agent a certificate signed by a Responsible Officer setting forth in reasonable detail the calculations demonstrating compliance with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the foregoing. The designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) Subsidiary shall constitute an Investment by the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any the relevant Restricted Subsidiary (other than Equity Interests as applicable) therein at the date of designation in an Unrestricted Subsidiary)amount equal to the fair market value of such Person’s (as applicable) Investment therein and the Investment resulting from such designation must otherwise be in compliance with and permitted under Section 5.2. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) time; provided that upon a return on any re-designation of such Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to have an Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence a Restricted Subsidiary in an amount equal to the fair market book value of Borrower’s “Investment” in such Restricted Subsidiary at the date time of such designation of Lead Borrower’s Investment in such re-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.

Designation of Subsidiaries. Lead Borrower The Company may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (ia) other than in the case of the designation of (x) a Joint Venture in existence on the Fifth Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall have occurred and be continuing, (iib) other than in the case of the designation of any Subsidiary as an Excluded Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior after giving effect to such designation, all calculatedthe Company and its Restricted Subsidiaries shall be in compliance, except as on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the parenthetical effectiveness of any such designation, the Company shall deliver to clause the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iiic) no Subsidiary Borrower may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary if it or any (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of its Subsidiaries is a “Restricted Subsidiary” for designation in an amount equal to the purpose of net book value (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrumentor, in each the case of this clause (III)any guarantee or similar Investment, with a principal amount in excess the amount) of the Threshold Amount, Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Fifth Restatement Effective Date (iv) following the designation including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Lead Borrower shall comply with the provisions Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an 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 and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiary7.03.

Designation of Subsidiaries. Lead (a) The Borrower may at any time and from time to time after the Closing Date designate (or re-designate) any Restricted Subsidiary of Lead Borrower (other than the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the . The designation of any Subsidiary as an Unrestricted Subsidiary, such designation Subsidiary after the Closing Date in accordance with this Section 6.10 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 fair market value (as determined in good faith by the relevant Borrower) of the Investments held by the Borrower and/or the applicable Restricted Subsidiaries in such Unrestricted Subsidiary immediately prior to such designation. Upon any such designation (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary (calculated as an amount equal pursuant to the sum definition of (x) “Investment”), the fair market value of Borrower and/or the Equity Interests of applicable Restricted Subsidiaries shall receive a credit against the designated applicable clause in Section 7.8 that was utilized for the Investment in such Unrestricted Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations for all Returns in respect of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary in accordance with this Section 6.10 shall constitute (i) the incurrence by such Restricted Subsidiary at the time of designation of any Investment, Indebtedness or Liens of such Restricted Subsidiary and its Subsidiaries existing outstanding at such time and (to the extent assumed). (b) The Borrower may designate (or re-designate) any Restricted Subsidiary that is an Excluded Subsidiary as an Electing Guarantor. The Borrower may designate (or re-designate) any Electing Guarantor as an Excluded Subsidiary; provided that (i) after giving effect to such release, such Restricted Subsidiary shall not be a guarantor of the Senior Notes, any Credit Agreement Refinancing Indebtedness, any Additional Term Notes, any Unrestricted Additional Term Notes or any Additional Debt, (ii) a return on any such redesignation shall constitute an Investment by Lead the Borrower in Unrestricted Subsidiaries pursuant to or the preceding sentence relevant Restricted Subsidiary, as applicable, therein at the date of designation in an amount equal to the to the fair market value (as determined in good faith by the Borrower) of the Investments held by the Borrower and/or the applicable Restricted Subsidiaries in such Electing Guarantor immediately prior to such re-designation and such Investments shall otherwise be permitted hereunder and (iii) any Indebtedness or Liens of such Restricted Subsidiary (after giving effect to such release) shall be deemed to be incurred at the date time of such designation of Lead Borrower’s Investment in release by such SubsidiaryElecting Guarantor and such incurrence shall otherwise be permitted hereunder.

Designation of Subsidiaries. Lead The board of directors of the Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case other than for purposes of the designation of any designating a Restricted Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment Subsidiary that is a Securitization Subsidiary in such Unrestricted Subsidiary (calculated as an amount equal to connection with the sum establishment of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiarya Qualified Securitization Financing, immediately prior after giving effect to such designation (or in the case such fair market value Subsidiary to be calculated without regard designated is newly acquired, if the Borrower so elect in writing to any Obligations the Administrative Agent, at the time the definitive documentation of such designated Subsidiary or any of its Subsidiaries under acquisition is entered into by the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior Subsidiaries), the Interest Coverage Ratio shall exceed 2.00:1.00 (calculated on a Pro Forma Basis) (and, as a condition precedent to the effectiveness of any such designation, all calculated, except as set the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the parenthetical to clause (xcalculations demonstrating satisfaction of such test) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05and, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit AgreementHigh Yield Notes, (II) the Unsecured Notes Documents Term Loan or (III) any Refinancing Notes IndentureJunior Financing, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the applicable. The designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) Subsidiary shall constitute an Investment by the Subsidiary to be so designated and (ii) its Subsidiaries has not, Borrower therein at the time date of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect designation in an amount equal to any Indebtedness pursuant to which the lender has recourse to any net book value of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiarytime.

Designation of Subsidiaries. The Lead Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower (other than the Canadian Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Distribution Conditions shall be satisfied on a Pro Forma Basis, (iii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value net worth of the Equity Interests of the Subsidiary designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value net worth to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty AgreementCredit Party Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by such the Subsidiary and any of its Subsidiaries to the Lead Borrower or any of its Restricted Subsidiaries Subsidiary immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iiiiv) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit AgreementSenior Notes Indenture (or any indenture that governs Indebtedness that refinances the Senior Notes), or (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (IIIII), with a principal amount in excess of the Threshold Amount, (ivv) following immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vvi) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each no recourse whatsoever (whether by contract or by operation of (ilaw or otherwise) may be had to the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary and (other than Equity Interests viii) the Lead Borrower shall have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in an Unrestricted Subsidiaryreasonable detail) required by the preceding clause (ii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (iA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (iiB) a return on any Investment by the Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Lead Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided provided, that (ia) other than in the case of the designation of a joint venture in existence on the Closing Date that thereafter becomes a Subsidiary (an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall have occurred and be continuing, (iib) other than in the case of the designation of any Subsidiary an Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, Holdings, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10, (c) the Borrower shall not be designated as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iiid) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, Subordinated Indebtedness. The designation of any Permitted Junior Notes Document or other debt instrumentSubsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in each the case of this clause (III)any guarantee or similar Investment, with a principal amount in excess the amount) of the Threshold Amount, Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Closing Date (iv) following the designation including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Lead Borrower shall comply with the provisions Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 9.12 with respect to such designated Restricted Subsidiary7.03, (v) no Restricted Subsidiary may but will not be a Subsidiary considered the sale or issuance of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary). The designation for purposes of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such SubsidiarySection 7.05.

Designation of Subsidiaries. Lead (a) Subject to Section 6.14(b) below, the board of directors of the Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary, such designation Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default or Event of Default exists or would result therefrom; and (ii) a return in the case of clause (x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any Investment by Lead property of, the Borrower or any Restricted Subsidiary, and (B) neither the Borrower nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary); and. (iii) the Borrower shall be in Unrestricted Subsidiaries pursuant to compliance (on a Pro Forma Basis) with the preceding sentence in an amount equal to Financial Covenant as of the fair market value at end of the date most recent Test Period (as if such designation had occurred on the first day of such designation of Lead Borrower’s Investment in such SubsidiaryTest Period).

Designation of Subsidiaries. Lead The Top Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead the Top Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests Capital Stock of the designated Subsidiary and any of its Subsidiaries that are owned by Lead the Top Borrower or any Restricted Subsidiary, Subsidiary immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty AgreementGuaranty) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead the Top Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.057.02, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (viiv) no Borrower may be designated an Unrestricted Subsidiary may hold intellectual property or a fee interest or leasehold interest in any real property, in each case, that is material to the operations of the Top Borrower and its Restricted Subsidiaries, and (viiv) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (ix) the Subsidiary to be so designated and (iiy) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead the Top Borrower or any Restricted Subsidiary (other than Equity Interests in an 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 and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead the Top Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead the Top Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Lead (a) The Borrower may at any time and from time to time after the Closing Date designate (or re-designate) any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the . The designation of any Subsidiary as an Unrestricted Subsidiary, such designation Subsidiary after the Closing Date in accordance with this Section 5.12(a) 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 fair market value (as determined in good faith by the Borrower) of the Investments held by the Borrower and/or the applicable Restricted Subsidiaries in such Unrestricted Subsidiary immediately prior to such designation. Upon any such designation (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary (calculated as an amount equal pursuant to the sum definition of (x) “Investment”), the fair market value of Borrower and/or the Equity Interests of applicable Restricted Subsidiaries shall receive a credit against the designated applicable clause in Section 6.04 that was utilized for the Investment in such Unrestricted Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations for all Returns in respect of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary in accordance with this Section 5.12 shall constitute (i) the incurrence by such Restricted Subsidiary at the time of designation of any Investment, Indebtedness or Liens of such Restricted Subsidiary and its Subsidiaries existing outstanding at such time and (to the extent assumed). (b) The Borrower may designate (or re-designate) any Restricted Subsidiary that is an Excluded Subsidiary, as an Electing Guarantor. The Borrower may designate (or re-designate) any Electing Guarantor as an Excluded Subsidiary; provided that (i) after giving effect to such release, such Restricted Subsidiary shall not be a guarantor of Senior Notes, any Credit Agreement Refinancing Indebtedness, any Additional Term Notes, any Unrestricted Additional Term Notes, any Term Loan Exchange Notes or any Additional Debt, (ii) a return on any such redesignation shall constitute an Investment by Lead the Borrower in Unrestricted Subsidiaries pursuant to or the preceding sentence relevant Restricted Subsidiary, as applicable, therein at the date of designation in an amount equal to the fair market value (as determined in good faith by the Borrower) of the Investments held by the Borrower and/or the Restricted Subsidiaries in such Electing Guarantor immediately prior to such re-designation and such Investments shall otherwise be permitted hereunder and (iii) any Indebtedness or Liens of such Restricted Subsidiary (after giving effect to such release) shall be deemed to be incurred at the date time of such designation of Lead Borrower’s Investment in release by such SubsidiaryElecting Guarantor and such incurrence shall otherwise be permitted hereunder.

Designation of Subsidiaries. Lead Borrower The board of directors of the Parent may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower (other than the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) in the case of the designation of any no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it previously had been designated as an Unrestricted Subsidiary, (c) any such designation shall constitute be deemed to be an Investment requiring compliance with Section 7.10 (or reduction in such an outstanding Investment, in the case of a designation of an Unrestricted Subsidiary (calculated as a Restricted Subsidiary), on the date of such designation in an amount equal to the sum of (xi) the fair market value Parent’s direct or indirect equity ownership percentage of the Equity Interests net worth of the such designated Restricted Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value net worth to be calculated without regard to any Obligations of guarantee provided by such designated Restricted Subsidiary of the Parent’s, Borrower’s or any of its Subsidiaries under the Guaranty Agreementanother Restricted Subsidiary’s Indebtedness) and (yii) without duplication, the aggregate principal amount of any Indebtedness owed by such designated Restricted Subsidiary and any of its Subsidiaries to Lead the Parent, Borrower or any of its other Restricted Subsidiaries Subsidiary immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (xi) above, on a consolidated Consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess Indebtedness of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Parent. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiarytime.

Designation of Subsidiaries. Lead Borrower The Company may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (ia) other than in the case of the designation of (x) a Joint Venture in existence on the Seventh Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall have occurred and be continuing, (iib) other than in the case of the designation of any Subsidiary as an Excluded Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior after giving effect to such designation, all calculatedthe Company and its Restricted Subsidiaries shall be in compliance, except as on a Pro Forma Basis, with the covenants set forth in Section 7.07 (and, as a condition precedent to the parenthetical effectiveness of any such designation, the Company shall deliver to clause the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iiic) no Subsidiary Borrower may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary if it or any (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of its Subsidiaries is a “Restricted Subsidiary” for designation in an amount equal to the purpose of net book value (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrumentor, in each the case of this clause (III)any guarantee or similar Investment, with a principal amount in excess the amount) of the Threshold Amount, Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Seventh Restatement Effective Date (iv) following the designation including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Lead Borrower shall comply with the provisions Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an 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 and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiary7.03.

Designation of Subsidiaries. Lead (a) Subject to Section 6.14(b) below, the board of directors of the Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary, such designation Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market net book value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default or Event of Default exists or would result therefrom; and (ii) a return in the case of clause (x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any Investment by Lead property of, the Borrower in or any Restricted Subsidiary, and (B) neither the Borrower nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiaries pursuant Subsidiary (including any right to the preceding sentence in an amount equal to the fair market value at the date of take enforcement action against such designation of Lead Borrower’s Investment in such Unrestricted Subsidiary).

Designation of Subsidiaries. Lead (a) The Borrower may at any time and from time to time after the Closing Date designate (or re-designate) any Restricted Subsidiary of Lead Borrower (other than a Holding Company or the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the . The designation of any Subsidiary as an Unrestricted Subsidiary, such designation Subsidiary after the Closing Date in accordance with this Section 5.12(a) shall constitute an Investment by the relevant Borrower or the relevant Restricted Subsidiary, as applicable, therein at the date of designation in an amount equal to the fair market value (as determined in good faith by the Borrower) of the Investments held by the applicable Borrower and/or the applicable Restricted Subsidiaries in such Unrestricted Subsidiary immediately prior to such designation. Upon any such designation (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary (calculated as an amount equal pursuant to the sum definition of (x) “Investment”), the fair market value of applicable Borrower and/or the Equity Interests of applicable Restricted Subsidiaries shall receive a credit against the designated applicable clause in Section 6.04 that was utilized for the Investment in such Unrestricted Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations for all Returns in respect of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary in accordance with this Section 5.12 shall constitute (i) the incurrence by such Restricted Subsidiary at the time of designation of any Investment, Indebtedness or Liens of such Restricted Subsidiary and its Subsidiaries existing outstanding at such time (to the extent assumed). No Restricted Subsidiary may be designated as an Unrestricted Subsidiary and no Unrestricted Subsidiary may be designated as a Restricted Subsidiary unless such Subsidiary is also a Restricted Subsidiary or Unrestricted Subsidiary, as the case may be, under the Second Lien Loan Documents. (b) The Borrower may designate (or re-designate) any Restricted Subsidiary that is an Excluded Subsidiary, as an Electing Guarantor. The Borrower may designate (or re- designate) any Electing Guarantor as an Excluded Subsidiary; provided that (i) after giving effect to such designation (or re-designation), such Restricted Subsidiary shall not be a guarantor of Second Lien Loans or any other Second Lien Obligations, any Credit Agreement Refinancing Indebtedness, any Term Loan Exchange Notes, any Second Lien Additional Debt or any Additional Debt, (ii) a return on any such designation (or re-designation) shall constitute an Investment by Lead the relevant Borrower in Unrestricted Subsidiaries pursuant to or the preceding sentence relevant Restricted Subsidiary, as applicable, therein at the date of designation (or re-designation) in an amount equal to the fair market value (as determined in good faith by the Borrower) of the Investments held by the Borrower and/or the Restricted Subsidiaries in such Electing Guarantor immediately prior to such designation (or re-designation) and such Investments shall otherwise be permitted hereunder and (iii) any Indebtedness or Liens of such Restricted Subsidiary (after giving effect to such designation (or re-designation)) shall be deemed to be incurred at the date time of such designation of Lead Borrower’s Investment in (or re-designation) by such SubsidiaryElecting Guarantor and such incurrence shall otherwise be permitted hereunder.

Designation of Subsidiaries. Lead Borrower may at any time and from time to time as of or after the Closing Date designate any Restricted Subsidiary of Lead (or acquired by) Borrower as an Unrestricted Subsidiary (unless such Restricted Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Borrower or any Subsidiary (other than solely any Subsidiary of the Subsidiary to be so designated)) or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred exist (including after giving effect to the reclassification of Investments in, Indebtedness of and be continuingLiens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (ii) the financial covenants set forth in Section 6.8 shall have been met, as determined on a pro forma basis as of the last day of the most recently ended Calculation Period for which financial statements were required to have been delivered in accordance with Sections 9.7 and 9.8 after giving effect to such designation (and determined on the basis of the financial statements for the most recently-ended test period at or prior to such time), (iii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the Subsidiary designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty AgreementGuaranty) and (y) the aggregate principal amount of any Indebtedness owed by such the Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such designation shall only be permitted to the extent such Investment shall be is permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount7.4, (iv) following immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an 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 and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiary.82

Designation of Subsidiaries. Lead Borrower Holdings may at any time and from time to time after the Closing Date not designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary by as an Unrestricted Subsidiary, unless (a) Holdings shall have given not less than ten (10) days' prior written notice to the Administrative Agent; provided Lenders that the Board of Directors of Holdings has made such determination, (ib) at the time of such designation or redesignation, and immediately before and after such designationgiving effect thereto, no Default or Event of Default shall have occurred and be continuingwould exist, (iic) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly, or indirectly, own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, (i) all outstanding Indebtedness of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 7.1, and (ii) all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such designation Restricted Subsidiary shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to not at any time after the sum date of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be this Agreement have previously been designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for more than once, and (f) in the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and shall not at any Subsidiary of an Unrestricted Subsidiary that is acquired or formed time after the date of designation shall automatically be this Agreement have previously been designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other more than Equity Interests in an 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 and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiaryonce.

Designation of Subsidiaries. Lead The board of directors of the Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior after giving effect to such designation, all calculatedthe Total Leverage Ratio for the Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 7.1 is less than or equal to 6.0 to 1.0 (calculated on a Pro Forma Basis) (and, except as set 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 parenthetical to clause (xcalculations demonstrating satisfaction of such test) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it or any of its Subsidiaries is would be a “Restricted Subsidiary” for the purpose of (I) the ABL Credit AgreementTerm Facility, (II) the Unsecured Notes Documents Senior Notes, or (III) any Refinancing Notes Indenture, other Junior Financing or any Permitted Pari Passu Notes Document, other Indebtedness of any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) Subsidiary shall constitute an Investment by the Subsidiary to be so designated and (ii) its Subsidiaries has not, Borrower therein at the time date of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect designation in an amount equal to any Indebtedness pursuant to which the lender has recourse to any fair market value as determined by the Borrower in good faith of the assets of Lead Borrower Borrower’s or any Restricted Subsidiary its Subsidiary’s (other than Equity Interests in an Unrestricted Subsidiary)as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Borrower in good faith at the date of such designation of Lead the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Lead (a) The Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as subsidiary (including any existing subsidiary and any newly acquired or newly formed subsidiary) to be an Unrestricted Subsidiary unless such subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Borrower or a Restricted Subsidiary (other than solely any Unrestricted Subsidiary as a Restricted Subsidiary by written notice of the subsidiary to the Administrative Agentbe so designated); provided that that: (i) immediately before and after any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Borrower; (ii) such designation, designation complies with the covenants described in Section 6.03(c); (iii) no Default or Event of Default shall have occurred and be continuing, ; (iiiv) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior after giving pro forma effect to such designation, all calculated, except as the Borrower shall be in pro forma compliance with the financial covenant set forth in the parenthetical to clause Section 6.10 (x) above, on a consolidated basis whether or not then in accordance with U.S. GAAPeffect), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, ; and (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary each of: (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (iA) the Subsidiary subsidiary to be so designated and designated; and (iiB) its Subsidiaries subsidiaries, has not, not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to incur any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead the Borrower or any a Restricted Subsidiary (other than Equity Interests in Subsidiary. Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary)” for purposes of the HCM 2021 Notes Documentation, any other Junior Lien Debt Documentation and any other Material Debt Documentation. (b) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment for purposes of Section 6.01 or 6.02, as the case may be. Any such designation by Lead the Borrower in Unrestricted Subsidiaries pursuant shall be notified by the Borrower to the preceding sentence in an amount equal Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the board of directors of the Borrower or any committee thereof giving effect to the fair market value at the date of such designation of Lead Borrowerand an officer’s Investment in certificate certifying that such Subsidiarydesignation complied with the foregoing provisions.

Designation of Subsidiaries. Lead Borrower may at any time and from time to time as of or after the Closing Date designate any Restricted Subsidiary of Lead (or acquired by) Borrower as an Unrestricted Subsidiary (unless such Restricted Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Borrower or any Subsidiary (other than solely any Subsidiary of the Subsidiary to be so designated)) or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred exist (including after giving effect to the reclassification of Investments in, Indebtedness of and be continuingLiens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (ii) the financial covenants set forth in Section 6.8 shall have been met, as determined on a pro forma basis as of the last day of the most recently ended Calculation Period for which financial statements were required to have been delivered in accordance with Sections 9.7 and 9.8 after giving effect to such designation (and determined on the basis of the financial statements for the most recently-ended test period at or prior to such time), (iii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the Subsidiary designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty AgreementGuaranty) and (y) the aggregate principal amount of any Indebtedness owed by such the Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such designation shall only be permitted to the extent such Investment shall be is permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount7.4, (iv) following immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 7.11 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (iA) the Subsidiary to be so designated and (iiB) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the applicable lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary); and (vii) Borrower shall have delivered to the Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the compliance with the requirements of the preceding clauses (i) through (v), inclusive, and containing the calculations (in reasonable detail) required by the preceding clause (ii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiary. In no event shall an Unrestricted Subsidiary be the legal owner or exclusive licensee of material Intellectual Property that is used in the business of Borrower and its Restricted Subsidiaries.

Designation of Subsidiaries. Lead The Parent Borrower may at any time and from time to time after the Closing Date designate (or re-designate) any Restricted Subsidiary of Lead Borrower subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designationas of the date of the designation thereof, no Event Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of Default shall have occurred the Parent Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary simultaneously with the aforementioned designation in accordance with the terms of this ‎Section 5.10) or hold any Indebtedness of or any Lien on any property of the Parent Borrower or its Restricted Subsidiaries (unless the Parent Borrower or such Restricted Subsidiary is permitted hereunder to incur such Indebtedness or grant such Lien) and be continuing, (ii) in no Restricted Subsidiary shall be designated as an Unrestricted Subsidiary if such subsidiary owns Material Intellectual Property at the case time of such designation (provided that the foregoing shall not apply to Circle JV and/or Block 21). The designation of any Subsidiary subsidiary (other than a subsidiary listed on Schedule 5.10) as an Unrestricted Subsidiary, such designation Subsidiary shall constitute an Investment by the Parent Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in such Unrestricted Subsidiary (calculated as an amount equal to the sum portion of (x) the fair market value of the Equity Interests net assets of such subsidiary attributable to the designated Subsidiary and any of Parent Borrower’s (or its Subsidiaries that are owned by Lead Borrower or any applicable Restricted Subsidiary, immediately prior to ’s) equity interest therein as estimated by the Parent Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under ‎Section 6.06); provided that if any subsidiary (such fair market value to be calculated without regard to any Obligations a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such designated Subject Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by in such Previously Designated Unrestricted Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP)shall not be taken into account, and such Investment shall be permitted under Section 10.05excluded, (iii) no in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Liens Lien of such subsidiary, as applicable; provided that upon a re-designation of any Unrestricted Subsidiary and as a Restricted Subsidiary, the Parent Borrower or its Subsidiaries existing at such time and (ii) a return on any applicable Restricted Subsidiary shall be deemed to continue to have an Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Parent Borrower’s or such Restricted Subsidiary’s “Investment” in such Unrestricted Subsidiary at the time of such re-designation less (b) the portion of the fair market value of the net assets of such Unrestricted Subsidiary attributable to the Parent Borrower’s or such Restricted Subsidiary’s equity therein at the date time of such designation re-designation. As of Lead Borrower’s Investment in such Subsidiarythe Closing Date, the subsidiaries listed on Schedule ‎5.10 hereto have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. Lead Any Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred exists (including after giving effect to the reclassification of Investments in, Indebtedness of and be continuingLiens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (ii) the Borrowers shall be in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (compliance with Section 6.14 calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior on a Pro Forma Basis after giving effect to such designation (such fair market value to be calculated without regard to any Obligations and determined as of such designated Subsidiary the most recently ended Test Period at or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAPtime), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary previously designated as an Unrestricted Subsidiary may be re-designated as an Unrestricted Subsidiary, (iv) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of any Borrower or hold any Indebtedness of or any Lien on any property of any Borrower or its Restricted Subsidiaries, (v) no subsidiary may be designated as an Unrestricted Subsidiary hereunder if it is a Restricted Subsidiary that Guarantees (or is otherwise treated as a “restricted subsidiary” with respect to) any Incremental Facilities, Incremental Equivalent Debt or Indebtedness permitted under Section 6.01(q), 6.01(w) or 6.01(p) (to the extent relating to Indebtedness initially incurred or pursuant to any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of foregoing, and any subsequent permitted refinancing (Ior successive permitted refinancing) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrumentthereof), in each case of this clause (III), with a principal amount in excess of above the Threshold AmountAmount and (vi) no Loan Party nor any of their Restricted Subsidiaries shall transfer, (iv) following the or grant any exclusive license in respect of, any material intellectual property to any Unrestricted Subsidiary. The designation of any subsidiary as an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with constitute an Investment by the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after Borrowers therein at the date of designation shall automatically be designated as in an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in amount equal to the case portion of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any fair market value of the net assets of Lead Borrower or any such Restricted Subsidiary attributable to the Borrower Representative’s equity interest therein as reasonably estimated by the Borrower Representative (other than Equity Interests in an Unrestricted Subsidiaryand such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the 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 designation of any Unrestricted Subsidiary and its Subsidiaries existing at such time and (ii) as a return on any Restricted Subsidiary, the Borrowers shall be deemed to continue to have an Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence resulting Restricted Subsidiary in an amount (if positive) equal to (a) the applicable Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to such Borrower’s equity therein at the date time of such designation of Lead Borrower’s Investment in such Subsidiaryre-designation.

Designation of Subsidiaries. The board of directors (or equivalent governing body) of the Lead Borrower may at any time and from time to time after the Closing Date designate (or redesignate) any Restricted Subsidiary of Lead Borrower subsidiary (other than the Canadian Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designationdesignation or redesignation, no Default or Event of Default shall have occurred exists (including after giving effect to the reclassification of Investments in, Indebtedness of and be continuingLiens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (ii) in the case of the designation of any designating a Restricted Subsidiary as to be an Unrestricted Subsidiary, such designation shall constitute Subsidiary or redesignating an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any be a Restricted Subsidiary, immediately prior to such designation the applicable Investment is permitted under one or more clauses in Section 6.06 (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under as selected by the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of in its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAPsole discretion), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess purposes of the Threshold AmountFirst Lien Credit Agreement or the Second Lien Credit Agreement unless also being designated as an Unrestricted Subsidiary thereunder, and (iv) following the designation as of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of the designation or redesignation thereof, no Unrestricted Subsidiary shall automatically be own any Capital Stock in any Restricted Subsidiary of the Lead Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case or hold any Indebtedness of or any Lien on any property of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any its Restricted Subsidiaries (unless the Lead Borrower or such Restricted Subsidiary (other than Equity Interests in an 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, is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such SubsidiarySections 6.01 and 6.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior after giving effect to such designation, all calculated, except as set forth the Borrower and its Restricted Subsidiaries shall be in the parenthetical to clause (x) abovecompliance, on a consolidated basis in accordance Pro Forma Basis, with U.S. GAAP), and such Investment shall be permitted under Section 10.05the Financial Covenants as of the end of the most recently ended Test Period, (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if after giving effect to such designation, it or any of its Subsidiaries is would be a “Restricted Subsidiary” for the purpose under any Junior Indebtedness, any Indebtedness incurred pursuant to Sections 5.3(t) or (x), or any other material Indebtedness of (I) the ABL a Credit AgreementParty, (IId) no Unrestricted Subsidiary shall own any Stock or Stock Equivalents in the Unsecured Notes Documents Borrower or any of its Restricted Subsidiaries, (IIIe) in no event shall any Refinancing Notes Indenture, Unrestricted Subsidiary own any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess intellectual property that is material to the business of the Threshold AmountBorrower and any of its Restricted Subsidiaries, (iv) following the designation of an Unrestricted Subsidiary taken as a Restricted Subsidiarywhole, Lead and (f) as a condition precedent to the effectiveness of any such designation, the Borrower shall comply deliver to Agent a certificate signed by a Responsible Officer setting forth in reasonable detail the calculations demonstrating compliance with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the foregoing. The designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) Subsidiary shall constitute an Investment by the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any the relevant Restricted Subsidiary (other than Equity Interests as applicable) therein at the date of designation in an Unrestricted Subsidiary)amount equal to the fair market value of such Person’s (as applicable) Investment therein and the Investment resulting from such designation must otherwise be in compliance with and permitted under Section 5.2. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) time; provided that upon a return on any re-designation of such Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to have an Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence a Restricted Subsidiary in an amount equal to the fair market book value of Borrower’s “Investment” in such Restricted Subsidiary at the date time of such designation of Lead Borrower’s Investment in such re-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.

Designation of Subsidiaries. Lead The board of directors (or equivalent governing body) or any committee thereof of the Borrower may at any time and from time to time after the Closing Date shall only designate any Restricted or redesignate a Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary after the Amendment No. 2 Effective Date by written notice from the Borrower to the Administrative Agent; provided that Agent if such designation or redesignation is in compliance with the following applicable conditions (subject to Section 1.04(a)): (i) immediately before and after such designationdesignation (or redesignation), (x) no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation continuing or shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior exist after giving effect to such designation (such fair market value including after giving effect to be calculated without regard to any Obligations the reclassification of such designated Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or any of its Subsidiaries under the Guaranty Agreement) Unrestricted Subsidiary), and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth shall be in the parenthetical to clause (x) above, compliance with Section 7.11 on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05Pro Forma Basis, (iiiii) no Subsidiary may be designated (or redesignated) as an Unrestricted Subsidiary if if, after such designation (or redesignation), it or any of its Subsidiaries is would be a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreementany Incremental Equivalent Debt, (IIiii) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, therein at the time date of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect designation in an amount equal to any Indebtedness pursuant to which the lender has recourse to any portion of the fair market value of the net assets of Lead such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower or (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.06), (iv) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (other than Equity Interests in unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 7.01 and 7.02). The , (v) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence or making, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Liens Lien of such Restricted Subsidiary, as applicable; provided that upon a redesignation of any Unrestricted Subsidiary and its Subsidiaries existing at such time and (ii) as a return on any Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such redesignation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the date time of such designation redesignation, and (vi) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of Lead the Borrower’s Investment in such Subsidiary, certifying compliance with the applicable requirements of the preceding clauses (i) through (v) of this Section 6.15.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate (or re-designate) any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation (or re-designation), no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to after such designation (such fair market value to or redesignation), the Borrower shall be calculated without regard to any Obligations in compliance on a Pro Forma Basis with the financial covenants in Section 7.10 as of such designated Subsidiary the last day of the most recently ended Test Period on or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05date of determination, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it or any of its Subsidiaries is would be a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreementany Incremental Equivalent Debt, (II) the Unsecured Notes Documents Refinancing Equivalent Debt or (III) any Refinancing Notes IndentureJunior Financing, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, and (iv) following the Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) described in the case of the immediately succeeding sentence is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) Subsidiary shall constitute an Investment by the Subsidiary to be so designated and (ii) its Subsidiaries has not, Borrower therein at the time date of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect designation in an amount equal to any Indebtedness pursuant to which the lender has recourse to any fair market value as determined by the Borrower in good faith of the assets of Lead Borrower Borrower’s or any Restricted Subsidiary a Subsidiary’s (other than Equity Interests in an Unrestricted Subsidiary)as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead the Borrower or the applicable 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 of Lead the Borrower’s or a Subsidiary’s (as applicable) Investment in such Subsidiary. Unrestricted Subsidiaries will not be subject to the provisions of this Agreement, and the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of calculating any financial metric contained in this Agreement except to the extent of distributions received therefrom. No Subsidiary may be designated by the Borrower as an Unrestricted Subsidiary if it owns any intellectual property that is material to the business of the Borrower and the Restricted Subsidiaries taken as a whole (as determined by the Borrower in good faith).

Designation of Subsidiaries. Lead Borrower Nxxxxxx (with the consent of the Company) may at any time and from time to time after the Closing Pushdown Date designate any Restricted Subsidiary of Lead Borrower any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; 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 Covenant Parties shall be in compliance, on a Pro Forma Basis, with the case covenant set forth in Section 7.11, (iii) none of the designation of any Subsidiary Covenant Parties may be designated as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iiiiv) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit AgreementSenior Subordinated Debt, (II) the Senior Unsecured Notes Documents Debt or (III) any Refinancing Notes IndentureJunior Financing, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiaryapplicable, (v) no Restricted Subsidiary may be a Subsidiary of designated an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be if it was previously designated an Unrestricted Subsidiary and (viivi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in the each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) Subsidiary after the Subsidiary to be so designated and (ii) its Subsidiaries has not, Closing Date shall constitute an Investment by the Covenant Parties therein at the time date of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect designation in an amount equal to any Indebtedness pursuant to which the lender has recourse to any net book value of the assets of Lead Borrower or any Restricted Subsidiary Covenant Parties’ (other than Equity Interests in an Unrestricted Subsidiary)as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s the Covenant Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Lead (a) The board of directors of the Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior after giving effect to such designation, all calculatedthe Borrower and the Restricted Subsidiaries shall be in compliance, except as on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 (and, as a condition precedent to the parenthetical effectiveness of any such designation, the Borrower shall deliver to clause (xthe Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such was previously designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the . The designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) Subsidiary shall constitute an Investment by the Subsidiary to be so designated and (ii) its Subsidiaries has not, Borrower therein at the time date of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect designation in an amount equal to any Indebtedness pursuant to which the lender has recourse to any net book value of the assets of Lead Borrower or any Restricted Subsidiary Borrower’s investment therein (other than Equity Interests in an Unrestricted Subsidiaryand such designation shall only be permitted to the extent such Investment is permitted under Section 7.03). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time. (b) The board of directors of the Borrower may at any time designate any Restricted Subsidiary that is the subject of a Syndication (and will become a non-wholly owned Restricted Subsidiary), or is otherwise not a wholly owned Restricted Subsidiary or that is to be merged into, or will dispose all or substantially all of its assets to, another Joint Venture Subsidiary as a Joint Venture Subsidiary; provided that (i) (A) immediately before and after such designation, no Default shall have occurred and be continuing, and (B) the Borrower and its Restricted Subsidiaries shall be in compliance with all of the covenants set forth in Section 7.11 on a Pro Forma Basis, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though designation had been consummated as of the first day of the fiscal period covered thereby (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); (ii) on a return Pro Forma Basis after giving effect to such designation and the release of the Guaranty of such Restricted Subsidiary that is the subject of such designation, the Consolidated EBITDA attributable to all Restricted Subsidiaries that are not Guarantors (which, for this purpose, shall be calculated without giving effect to minority interest ownership by Persons other than the Borrower and its Restricted Subsidiaries) for the four fiscal quarters most recently ended for which financial statements have been delivered pursuant to Section 6.01 shall not exceed 25% of the Consolidated EBITDA for the Borrower and the Restricted Subsidiaries (which, for this purpose, shall be calculated without giving effect to minority interest ownership by Persons other than the Borrower and its Restricted Subsidiaries) for the same period (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall have provided an officers’ certificate to the Administrative Agent demonstrating in reasonable detail compliance with the foregoing); and (iii) if such Restricted Subsidiary is the owner of any real property that is subject to a Mortgage granted to the Administrative Agent for the benefit of the Secured Parties, the Borrower shall have granted, to the extent available, a replacement Mortgage or Mortgages to the Administrative Agent on a parcel or parcels of real property and any related Hospital Facility owned by the Borrower or any Guarantor that is reasonably satisfactory to the Administrative Agent and otherwise comply with the requirements of Section 6.13(b) with respect to such Mortgages. The designation of any Restricted Subsidiary as a Joint Venture Subsidiary shall constitute an Investment by Lead the Borrower in Unrestricted Subsidiaries pursuant therein (and such designation shall only be permitted to the preceding sentence in an amount equal to the fair market value at the date of extent such designation of Lead Borrower’s Investment in such Subsidiaryis permitted under Section 7.03(h) or (i)).

Designation of Subsidiaries. Lead Borrower may The board of directors of Holdings may, at any time from and from time to time after the Closing Date Effective Date, designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior after giving effect to such designation, all calculated, except as Holdings and the Borrower shall be in compliance with the covenants set forth in the parenthetical to clause (x) above, Section 6.12 on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05pro forma basis, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, was previously designated as an Unrestricted Subsidiary and (iv) following the designation of if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary as a hereunder, such Restricted Subsidiary, Lead together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than ten percent (10%) of Consolidated Total Assets (but, notwithstanding the definition of Consolidated Total Assets, calculated inclusive of all Unrestricted Subsidiaries), as of the most recently ended fiscal quarter of the Holdings for which financial statements have been delivered pursuant to Section 5.01(a) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a), the most recent financial statements referred to in Section 3.04(a)(ii)). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an investment by Holdings, the Borrower or the applicable Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of Holdings’, the Borrower’s or the applicable Restricted Subsidiary’s investment therein. None of Holdings, the Borrower or any Restricted Subsidiary shall comply at any time be directly or indirectly liable for any Indebtedness that provides the holder thereof may (with the provisions passage of Section 9.12 time or notice or both) declare a default thereon or cause the payment thereof to be accelerated upon the occurrence of a default with respect to such designated Restricted Subsidiaryany Indebtedness, (v) no Restricted Subsidiary may be a Subsidiary Lien or other obligation of an Unrestricted Subsidiary (and including any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary right to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an take enforcement action against such Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investmentinvestment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment investment by Lead Holdings, the Borrower or the applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Holdings’, the Borrower’s Investment or such Restricted Subsidiary’s investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any Designated IP Subsidiary shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the Subsidiary designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty AgreementSubsidiaries Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead the Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Senior Notes Documents Indenture or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead the Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead the Borrower or any Restricted Subsidiary (other than Equity Interests in an 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 and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead the Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Lead Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents Second Lien Credit Agreement or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an 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 and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Lead Borrower The board of directors (or similar governing body) of the Company may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary immediately before and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior after giving effect to such designation, all calculated, except as set forth the Company and its Subsidiaries shall be in the parenthetical to clause (x) above, compliance on a consolidated basis in accordance Pro Forma Basis with U.S. GAAP), and such Investment shall be permitted under Section 10.05the Financial Covenants, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for restricted subsidiary under the purpose terms of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess Indebtedness of the Threshold AmountCompany or its Restricted Subsidiaries, (iv) following the designation of an Unrestricted each Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary “Unrestricted” and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries subsidiaries has not, not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender thereof has recourse to any of the assets of Lead Borrower the Company or any Restricted Subsidiary (other than Equity Interests pursuant to guarantees otherwise permitted under the Loan Documents), and (v) the Company shall deliver to the Agent a certificate of a Responsible Officer of the Company, together with all relevant financial information reasonably requested by the Agent, demonstrating compliance with the foregoing clauses (i) through (vi) of this Section 6.15 and, if applicable, certifying that such subsidiary meets the requirements of an “Unrestricted Subsidiary.” The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Company therein at the date of designation in an Unrestricted Subsidiary)amount equal to the fair market value of the Company’s Investment therein as of the date of such 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 and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in time. Amounts attributable to Unrestricted Subsidiaries pursuant to shall be excluded for purposes of all financial calculations under the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such SubsidiaryLoan Documents.

Designation of Subsidiaries. Lead Borrower (a) The Issuer may at any time and from time to time after the Closing Date designate (or re-designate) any Restricted Subsidiary of Lead Borrower (other than the Issuer) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation or re-designation, no Event of Default shall have occurred and be continuing, continuing and (ii) the Issuer could incur $1.00 of Ratio Debt or the Total Net Leverage Ratio would be not less than the Total Net Leverage Ratio immediately prior to such redesignation computed, in the case each case, on a Pro Forma Basis immediately after giving effect to such re-designation as of the Applicable Date of Determination of any Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary, such designation Subsidiary after the Closing Date in accordance with this Section 5.13(a) shall constitute an Investment by the Issuer or the relevant Restricted Subsidiary, as applicable, therein at the date of designation in an amount equal to the fair market value (as determined in good faith by the Issuer) of the Investments held by the Issuer and/or the applicable Restricted Subsidiaries in such Unrestricted Subsidiary immediately prior to such designation. Upon any such designation (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary (calculated as an amount equal pursuant to the sum definition of (x) “Investment”), the fair market value of Issuer and/or the Equity Interests of applicable Restricted Subsidiaries shall receive a credit against the designated applicable clause in Section 6.04 that was utilized for the Investment in such Unrestricted Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations for all Returns in respect of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary in accordance with this Section 5.13 shall constitute (i) the incurrence by such Restricted Subsidiary at the time of designation of any Investment, Indebtedness or Liens of such Restricted Subsidiary and its Subsidiaries existing outstanding at such time and (to the extent assumed). (b) The Issuer may designate (or re-designate) any Restricted Subsidiary that is an Excluded Subsidiary as an Electing Guarantor. The Issuer may designate (or re-designate) any Electing Guarantor as an Excluded Subsidiary; provided that (i) after giving effect to such release, such Restricted Subsidiary shall not be a guarantor of the First Lien Term Loans, the Second Lien Term Loans, any Credit Agreement Refinancing Indebtedness, any Additional Notes, any Unrestricted Additional Notes or any Note Exchange Notes, (ii) a return on any such redesignation shall constitute an Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence Issuer or the relevant Restricted Subsidiary, as applicable, therein at the date of designation in an amount equal to the fair market value (as determined in good faith by the Issuer) of the Investments held by the Issuer and/or the applicable Restricted Subsidiaries in such Electing Guarantor immediately prior to such re-designation and such Investments shall otherwise be permitted hereunder and (iii) any Indebtedness or Liens of such Restricted Subsidiary (after giving effect to such release) shall be deemed to be incurred at the date time of such designation of Lead Borrower’s Investment in release by such SubsidiaryElecting Guarantor and such incurrence shall otherwise be permitted hereunder.

Designation of Subsidiaries. Lead (a) Subject to Section 6.13(b) below, the Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary, such designation Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such previously Unrestricted Subsidiary and its Subsidiaries existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Event of Default shall have occurred and be continuing; (ii) the Borrower is in compliance with the Financial Covenants on a Pro Forma Basis; and (iii) in the case of clause (x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or -104- Indebtedness of, or own or hold any Lien on any property of, the Borrower or any Restricted Subsidiary, and (B) neither the Borrower nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to such Indebtedness of such Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). Notwithstanding anything to the contrary in this Agreement, (i) no Loan Party shall sell, transfer or dispose of material property (including the grant of an exclusive license of intellectual property) to an Unrestricted Subsidiary and (ii) a return on any Investment by Lead Borrower in no Subsidiary may be designated as an Unrestricted Subsidiaries pursuant to the preceding sentence in Subsidiary or continue as an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such SubsidiaryUnrestricted Subsidiary if it owns material property.

Designation of Subsidiaries. Lead (a) Subject to Section 2.18(b), the board of directors of the Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions . The designation of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no any Restricted Subsidiary may be a Subsidiary of as an Unrestricted Subsidiary (and any Subsidiary of shall constitute an Unrestricted Subsidiary that is acquired or formed after Investment by the Borrower therein at the date of designation shall automatically be designated as in an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in amount equal to the case fair market value of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Borrower's investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or would result therefrom; (ii) a return in the case of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant property of, any Nexstar Entity or any Mission Entity, (B) the Subsidiary to be so designated does not guarantee or otherwise provide credit support for the preceding sentence in an amount equal Senior Second Lien Notes or is otherwise obligated under any other Indenture Documentation or any Permitted Refinancing of any thereof, or any security with respect to the fair market value at the date any of such debt issuances and (C) none of the Nexstar Entities or Mission Entities shall at any time be directly or indirectly liable (or otherwise provide credit support for) for any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary); and (iii) the Nexstar Borrower shall be in compliance (on a Pro Forma Basis) with the Financial Covenants as of the end of the most recent Test Period (as if such designation had occurred on the first day of Lead Borrower’s Investment in such SubsidiaryTest Period).

Designation of Subsidiaries. The Lead Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of the Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the Subsidiary designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty AgreementSubsidiaries Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by such the Subsidiary and any of its Subsidiaries to the Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL First Lien Credit Agreement, (II) the Unsecured Notes Documents Second Lien Credit Agreement or (III) any Refinancing Notes Indenture, any Permitted Pari Passu First Lien Notes DocumentDocuments, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each no recourse whatsoever (whether by contract or by operation of (ilaw or otherwise) may be had to the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any of its Restricted Subsidiary (other than Equity Interests in an Subsidiaries or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary). The designation , and (vii) the Lead Borrower shall have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute such officer’s knowledge, compliance with the requirements of the preceding clauses (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and through (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiary.vi)

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice delivering to the Administrative AgentAgent a certificate of a Responsible Officer specifying such designation and certifying that the conditions to such designation set forth in this Section 6.11 are satisfied; provided that that: (ia) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b) after giving effect to such designation (and clause (c) below), the pro forma Consolidated Secured Leverage Ratio for the Applicable Reference Period is no greater than 2.00 to 1.00; (iic) in the case of the a designation of any a Restricted Subsidiary as an Unrestricted Subsidiary, each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.11; (d) the Payment Conditions are met; and (e) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such designation Subsidiary shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may substantially simultaneously be designated as an “Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for under the purpose of Term Loan Credit Agreement (I) and, to the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indentureextent applicable, any other agreement governing Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, Refinancing Indebtedness in each respect of the Term Loans) and in the case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower such Subsidiary shall comply with the provisions of Section 9.12 with respect to such substantially simultaneously be designated as a “Restricted Subsidiary” under the Term Loan Credit Agreement (and, (v) no to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the Term Loans). The designation of any Restricted Subsidiary may be a Subsidiary of as an Unrestricted Subsidiary (and any shall constitute an Investment by the Borrower in such Subsidiary of an Unrestricted Subsidiary that is acquired or formed after on the date of designation shall automatically be designated as in an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in amount equal to the case fair market value of the designation of any Subsidiary Borrower’s Investment therein (as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated determined reasonably and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiarygood faith by a Responsible Officer). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant time. Notwithstanding anything to the preceding sentence contrary contained in this Section 6.11, in no event shall any Restricted Subsidiary contributing more than 20% of the Borrowing Base be designated an amount equal to Unrestricted Subsidiary unless the fair market value at the date of Administrative Agent receives a completed Borrowing Base Certificate concurrently with such designation of Lead Borrower’s Investment in such Subsidiarydesignation.

Designation of Subsidiaries. Lead Borrower The Borrowers may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that that: (ia) immediately before and after such designation (or re-designation), no Specified Event of Default shall have occurred and be continuing, ; and (iib) in the case Investment resulting from the designation of the such Restricted Subsidiary as an Unrestricted Subsidiary as described above is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary, such designation Subsidiary shall constitute an Investment by the Borrowers therein at the date of designation in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower applicable Borrower’s or any Restricted Subsidiary, immediately prior to such designation ’s (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreementas applicable) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)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 and Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower the Borrowers in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead the applicable Borrower’s or Restricted Subsidiary’s (as applicable) Investment in such Subsidiary.. Except as set forth in this paragraph, no Investment will be deemed to exist or have been made, and no Indebtedness or Liens shall be deemed to have been incurred or exist, by virtue of a Subsidiary becoming an Excluded Subsidiary or an Excluded Subsidiary becoming a Restricted Subsidiary. Maintenance of Ratings. Use commercially reasonable efforts to maintain (a) a public corporate credit rating or public corporate family rating, as applicable, from any two of S&P, Xxxxx’x and Fitch, in each case, in respect of the Borrowers (but not a specific rating), and (b) a public rating in respect of the Initial Term Loans from any two of S&P, Xxxxx’x and Fitch (but not a specific rating). Post-

Designation of Subsidiaries. Lead (a) The Borrower may at any time and from time to time after the Closing Date designate (or re-designate) any Restricted Subsidiary of Lead Borrower (other than a Holding Company or the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the . The designation of any Subsidiary as an Unrestricted Subsidiary, such designation Subsidiary after the Closing Date in accordance with this Section 5.12(a) shall constitute an Investment by the relevant Borrower or the relevant Restricted Subsidiary, as applicable, therein at the date of designation in an amount equal to the fair market value (as determined in good faith by the Borrower) of the Investments held by the applicable Borrower and/or the applicable Restricted Subsidiaries in such Unrestricted Subsidiary immediately prior to such designation. Upon any such designation (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary (calculated as an amount equal pursuant to the sum definition of (x) “Investment”), the fair market value of applicable Borrower and/or the Equity Interests of applicable Restricted Subsidiaries shall receive a credit against the designated applicable clause in Section 6.04 that was utilized for the Investment in such Unrestricted Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations for all Returns in respect of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary in accordance with this Section 5.12 shall constitute (i) the incurrence by such Restricted Subsidiary at the time of designation of any Investment, Indebtedness or Liens of such Restricted Subsidiary and its Subsidiaries existing outstanding at such time (to the extent assumed). No Restricted Subsidiary may be designated as an Unrestricted Subsidiary and no Unrestricted Subsidiary may be designated as a Restricted Subsidiary unless such Subsidiary is #91301181v32 also a Restricted Subsidiary or Unrestricted Subsidiary, as the case may be, under the Second Lien Loan Documents. (b) The Borrower may designate (or re-designate) any Restricted Subsidiary that is an Excluded Subsidiary, as an Electing Guarantor. The Borrower may designate (or re-designate) any Electing Guarantor as an Excluded Subsidiary; provided that (i) after giving effect to such designation (or re-designation), such Restricted Subsidiary shall not be a guarantor of Second Lien Loans or any other Second Lien Obligations, any Credit Agreement Refinancing Indebtedness, any Term Loan Exchange Notes, any Second Lien Additional Debt or any Additional Debt, (ii) a return on any such designation (or re-designation) shall constitute an Investment by Lead the relevant Borrower in Unrestricted Subsidiaries pursuant to or the preceding sentence relevant Restricted Subsidiary, as applicable, therein at the date of designation (or re-designation) in an amount equal to the fair market value (as determined in good faith by the Borrower) of the Investments held by the Borrower and/or the Restricted Subsidiaries in such Electing Guarantor immediately prior to such designation (or re-designation) and such Investments shall otherwise be permitted hereunder and (iii) any Indebtedness or Liens of such Restricted Subsidiary (after giving effect to such designation (or re-designation)) shall be deemed to be incurred at the date time of such designation of Lead Borrower’s Investment in (or re-designation) by such SubsidiaryElecting Guarantor and such incurrence shall otherwise be permitted hereunder.

Designation of Subsidiaries. Lead The board of directors of the Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower 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 date hereof and until designated otherwise in accordance with the terms hereof, Unrestricted Subsidiaries, no designation by written notice 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; provided that 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 2.05(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 giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. For avoidance of doubt, (ii) in the case of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, Subsidiary shall constitute for purposes of Sections 7.02 and 7.06 an Investment therein as of the date of such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market net book value of the Equity Interests of Borrower’s or the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any applicable Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP)’s investment therein, and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) constitute, inter alia, the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiarytime.

Designation of Subsidiaries. Lead Borrower The Company may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary by and may designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary; provided that: (a) the Company shall have given not less than 10 days' prior written notice to the Administrative Agent; provided holders of the Notes that a Senior Financial Officer has made such determination, (ib) at the time of such designation or redesignation and immediately before and after such designationgiving effect thereto, no Default or Event of Default shall have occurred would exist, and be continuing, (iic) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Debt or capital stock of the Company or any Restricted Subsidiary and (ii) such designation shall be deemed a sale of assets and shall be permitted by the provisions of SECTION 10.7, (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto: (i) all outstanding Debt of such Restricted Subsidiary so designated shall be permitted within the limitations of SECTIONS 10.2 AND 10.3, notwithstanding that any such Debt was outstanding as of the date of Closing, and (ii) all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of SECTION 10.5 (other than SECTION 10.5(E), notwithstanding that any such Lien existed as of the date of Closing), (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such designation Restricted Subsidiary shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to not at any time after the sum date of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be this Agreement have previously been designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for more than twice, and (f) in the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and shall not at any Subsidiary of an Unrestricted Subsidiary that is acquired or formed time after the date of designation shall automatically be this Agreement have previously been designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an 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 and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiarymore than twice.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided provided, that (ia)(a) other than in the case of the designation of a joint venture in existence on the Closing Date that thereafter becomes a Subsidiary (an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall have occurred and be continuing, (iib)(b) other than in the case of the designation of any Subsidiary an Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, Holdings, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10, (c)(c) the Borrower shall not be designated as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iiid)(d) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, Subordinated Indebtedness. The designation of any Permitted Junior Notes Document or other debt instrumentSubsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in each the case of this clause (III)any guarantee or similar Investment, with a principal amount in excess the amount) of the Threshold Amount, Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Closing Date (iv) following the designation including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Lead Borrower shall comply with the provisions Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 9.12 with respect to such designated Restricted Subsidiary7.03, (v) no Restricted Subsidiary may but will not be a Subsidiary considered the sale or issuance of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary). The designation for purposes of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such SubsidiarySection 7.05.

Designation of Subsidiaries. Lead (a) The Board of Directors of the Initial Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower (other than any Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided provided, that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in each subsidiary that is a “Restricted Subsidiary” under the case of the designation of Senior Secured Notes Indenture or any Subsidiary Senior Secured Bridge Document shall not be designated as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated hereunder unless it is designated as an amount equal to the sum of “Unrestricted Subsidiary” under (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower Senior Secured Notes Indenture or any Restricted SubsidiarySenior Secured Bridge Document substantially contemporaneously therewith, immediately prior to such designation (such fair market value to be calculated without regard to y) any Obligations of such designated Subsidiary or any of its Subsidiaries Material Debt incurred under the Guaranty AgreementSection 6.2(f) and (yz) any Permitted Refinancing with respect to the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth described in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAPor (y), and such Investment shall be permitted under Section 10.05, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of was previously designated as an Unrestricted Subsidiary and then redesignated as a Restricted Subsidiary, Lead Borrower shall comply with the provisions and (iv) immediately before and after any such designation of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no a Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), either (vix) no Borrower may the Payment Conditions shall be designated an Unrestricted Subsidiary and satisfied, or (viiy) the Investment resulting from such designation must otherwise be in the case of the compliance with Section 6.7 as provided in clause (b) below. (b) The designation of any Subsidiary as an Unrestricted Subsidiary, each Subsidiary shall constitute an Investment by the Initial Borrower therein at the date of designation in an amount equal to the fair market value of the Initial Borrower’s Investment therein as determined in good faith by the Initial Borrower and the Investment resulting from such designation must otherwise be in compliance with Section 6.7 (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, as determined at the time of such designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an 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 and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead the Initial Borrower in such Unrestricted Subsidiaries pursuant Subsidiary; provided, that (i) solely for the purpose of calculating the outstanding amounts of Investments under Section 6.7 made in respect of any Unrestricted Subsidiary being redesignated as a Restricted Subsidiary, upon such redesignation the Initial Borrower shall be deemed to the preceding sentence continue to have an outstanding Investment in such Subsidiary in an amount (if positive) equal to (a) the Initial Borrower’s Investment in such Subsidiary at the time of such redesignation less (b) the fair market value of the net assets of such Subsidiary at the time of such redesignation attributable to the Initial Borrower’s ownership of such Subsidiary and (ii) solely for purposes of Section 5.9(c) and the Security Documents, any Unrestricted Subsidiary designated as a Restricted Subsidiary shall be deemed to have been acquired on the date of such designation. Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the date time of such designation of Lead transfer, in each case as determined in good faith by the Initial Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that that (ia) immediately before and after such designation (or re-designation), no Specified Event of Default or Specified ABL Event of Default shall have occurred and be continuing, ; (iib) in the case of Investment resulting from the designation of any such Restricted Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary as described above is permitted by Section 7.02; (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if unless it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be also designated as an Unrestricted Subsidiary)“unrestricted subsidiary” under the Term Loan Credit Agreement; and (d) if such designation (or re-designation) would result in a reduction in Excess Availability of 10% or more, the Borrower shall submit an updated Borrowing Base Certificate at the time such designation (vior re-designation) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the is made. The designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) Subsidiary shall constitute an Investment by the Subsidiary to be so designated and (ii) its Subsidiaries has not, Borrower therein at the time date of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect designation in an amount equal to any Indebtedness pursuant to which the lender has recourse to any fair market value of the assets of Lead Borrower Borrower’s or any its Restricted Subsidiary Subsidiary’s (other than Equity Interests in an Unrestricted Subsidiary)as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or and Liens of such Subsidiary and its Subsidiaries existing at |US-DOCS\134569911.8148772134.4|| such time and (ii) a return on any Investment by Lead the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead the Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary. Except as set forth in this paragraph, no Investment will be deemed to exist or have been made, and no Indebtedness or Liens shall be deemed to have been incurred or exist, by virtue of a Subsidiary becoming an Excluded Subsidiary or an Excluded Subsidiary becoming a Restricted Subsidiary. For all purposes hereunder, the designation of a Subsidiary as an Unrestricted Subsidiary shall be deemed to constitute a concurrent designation of any Subsidiary of such Subsidiary as an Unrestricted Subsidiary. No Co-Borrower may be designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Lead (a) The Board of Directors of the Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead the Borrower as to be an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to of the Administrative AgentBorrower; provided that (i) immediately before and after such designation (or re-designation), no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any a Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Subsidiary to be so designated does not (directly, or indirectly, through its Subsidiaries) at such time own any Equity Interests of or Indebtedness of, or own or hold any Lien on any property of, the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries and (y) the Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as described in the immediately prior succeeding sentence is permitted by Sections 6.04(n) and/or (o), (iii) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, before and after giving effect to such designation, the total assets of all calculatedUnrestricted Subsidiaries (excluding intercompany accounts with other Unrestricted Subsidiaries to be so designated at such time and investments in Subsidiaries of such Unrestricted Subsidiaries to be so designated at such time) shall be less than 5.0% of Consolidated Total Assets, except as set forth and (iv) in the parenthetical to clause case of the designation (xor re-designation, as the case may be) aboveof an Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower, on the incurrence of Indebtedness and Liens resulting from the designation (or re-designation, as the case may be) of such Unrestricted Subsidiary as a consolidated basis Restricted Subsidiary as described in accordance with U.S. GAAP)the second succeeding sentence is permitted by Sections 6.01 and 6.02; provided, and such Investment shall be permitted under Section 10.05further, (iii) that no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiaryrestricted subsidiary” for the purpose of (I) the immediately after giving effect to any such designation hereunder and any other contemporaneous designation under any ABL Credit AgreementFacility, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, Indenture or any Additional Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the Unsecured Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary as a Restricted Subsidiary, Lead shall constitute an Investment by the Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after therein at the date of designation shall automatically be designated as in an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in amount equal to the case aggregate Fair Market Value of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated Borrower’s and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Subsidiaries’ Investment therein. The designation (or re-designation, as the case may be) of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute (i) the incurrence constitute, at the time of designation (or re-designation, as the case may be), the incurrence of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time time. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary. (b) Any designation (or re-designation, as the case may be) of a Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by delivery of a certificate from a Responsible Officer of the Borrower to the Administrative Agent (i) attaching a certified copy of a resolution of the Board of Directors of the Borrower giving effect to such designation and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of certifying that such designation (or re-designation, as the case may be) complies with the provisions of Lead Borrower’s Investment in such Subsidiarythis Section 5.17 and was permitted by this Agreement.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior after giving effect to such designation, all calculated, except as the Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.057.07, (iii) [reserved], (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted was previously designated an Unrestricted Subsidiary” for the purpose of , and (Iv) the ABL Credit Agreement, Borrower shall deliver to Administrative Agent at least five Business Days prior to such designation a certificate of a Responsible Officer of the Borrower certifying as to compliance with the foregoing clauses (IIi)-(iv) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III)Section 6.13 and, with a principal amount in excess if applicable, certifying that such subsidiary meets the requirements of the Threshold Amount, (iv) following the an “Unrestricted Subsidiary”. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s Investment therein; provided that upon a redesignation of such subsidiary as a Restricted Subsidiary, Lead the Borrower shall comply with the provisions of Section 9.12 with respect be deemed to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be continue to have a Subsidiary of permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of Investments of the Borrower and any Subsidiary of an its Subsidiaries in such Unrestricted Subsidiary that is acquired at the time of such redesignation, combination or formed after transfer (or of the date of designation shall automatically be designated assets transferred or conveyed, as an Unrestricted Subsidiary), (viapplicable) no Borrower may be designated an Unrestricted Subsidiary and (viiB) the fair market value of Investments of the Borrower and its Subsidiaries made in the case of connection with the designation of any such Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and minus (ii) the portion (proportionate to the Borrower’s and its Subsidiaries has not, Subsidiaries’ Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiarytime.

Designation of Subsidiaries. Lead Borrower Subject to Section 9.9, the Company may at designate or redesignate any time Unrestricted Subsidiary of the Reporting Entity as a Restricted Subsidiary and from time to time after the Closing Date may designate or redesignate any Restricted Subsidiary of Lead Borrower the Reporting Entity as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by Subsidiary; provided that: (a) the Company shall have given not less than 10 days’ prior written notice to the Administrative Agent; provided holders of the Notes that a Senior Financial Officer has made such determination; (ib) at the time of such designation or redesignation and immediately before and after such designationgiving effect thereto, no Default or Event of Default shall have occurred and be continuing, would exist; (iic) in the case of the designation of any a Restricted Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated Reporting Entity as an Unrestricted Subsidiary if it and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any capital stock of the Reporting Entity or any Restricted Subsidiary and (ii) such designation shall be deemed a sale of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with assets and would be permitted by the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, 10.5; (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (viid) in the case of the designation of an Unrestricted Subsidiary of the Reporting Entity as a Restricted Subsidiary and after giving effect thereto: (i) all outstanding Debt of such Restricted Subsidiary so designated would be permitted within the applicable limitations of Section 10.2 and (ii) all existing Liens of such Restricted Subsidiary so designated would be permitted within the applicable limitations of Section 10.3 (other than Section 10.3(h), notwithstanding that any such Lien existed as of the date of the Initial Closing); (e) in the case of the designation of a Restricted Subsidiary of the Reporting Entity as an Unrestricted Subsidiary, each of (i) such Restricted Subsidiary shall not at any time after the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any date of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in Initial Closing have previously been designated as an Unrestricted Subsidiary). The Subsidiary more than twice; and (f) in the case of the designation of any an Unrestricted Subsidiary of the Reporting Entity as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of the Initial Closing have previously been designated as a Restricted Subsidiary shall constitute (i) more than twice. STERIS CORPORATION NOTE PURCHASE AGREEMENT Notwithstanding the incurrence at the time of designation of any Investment, Indebtedness foregoing or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant anything herein to the preceding sentence in contrary, each Subsidiary of the Reporting Entity shall be a Restricted Subsidiary unless the Company has designated it as an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Unrestricted Subsidiary.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Effective Date (other than any time during the Term Suspension Period), designate (or subsequently re-designate) any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary (other than any Subsidiary that owns, directly or indirectly, any Equity Interests of, or holds a Lien on, any Loan Party or any Restricted Subsidiary that is not being designated as an Unrestricted Subsidiary) or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after giving effect to such designationdesignation on a pro forma basis, (ai) no Event of Default shall have occurred and be continuingcontinuing or would result therefrom and (bii) the Total Net Cash Leverage Ratio would not exceed 7.00:1.00; provided further that to the extent that any Restricted Subsidiary owns, (ii) in or holds exclusive licenses or rights to, any intellectual property that is material to the case business and operations of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to Borrower and the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except (taken as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAPwhole), and no such Investment shall be permitted under Section 10.05, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it Subsidiary. No Loan Party or any of its Restricted Subsidiaries is a “Restricted Subsidiary” for shall transfer the purpose of (I) the ABL Credit AgreementContract Asset Balance or any ownership right, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indentureexclusive license or right to, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess intellectual property that is material to the business and operations of the Threshold Amount, Borrower and the Restricted Subsidiaries (ivtaken as a whole) following to any Unrestricted Subsidiary (it being understood this second sentence of Section 5.15 may not be amended without the prior written consent of the Required Lenders and the Required Class A Revolving Lenders in accordance with Section 9.02(b)(ix)). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary as a after the Effective Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after therein at the date of designation shall automatically be designated as in an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in amount equal to the case Fair Market Value of the designation of any Subsidiary as an Unrestricted Borrower’s or the applicable Restricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and time, (iiy) a return Return on any Investment by Lead the Borrower or its applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of Lead the Borrower’s or its Subsidiary’s Investment in such Subsidiary., and (z) the formation or acquisition of a Restricted Subsidiary for purposes of Section 5.11. Notwithstanding anything hereinin this Agreement to the contrary, no Unrestricted Subsidiaries shall exist or be designated on or after the Amendment No. 11

Designation of Subsidiaries. Lead (a) The US Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as subsidiary (including any existing subsidiary and any newly acquired or newly formed subsidiary but excluding any Canadian Borrower) to be an Unrestricted Subsidiary unless such subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the US Borrower or a Restricted Subsidiary (other than solely any Unrestricted Subsidiary as a Restricted Subsidiary by written notice of the subsidiary to the Administrative Agentbe so designated); provided that that (i) immediately before and after any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the US Borrower; (ii) such designation, designation complies with the covenants described in Section 6.03(c); (iii) no Default or Event of Default shall have occurred and be continuing, ; and (iiiv) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior after giving pro forma effect to such designation, all calculated, except as the US Borrower shall be in pro forma compliance with the financial covenant set forth in Section 6.10 (for purposes of any determination prior to December 31, 2008, using the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” covenant level specified for the purpose of (I) the ABL Credit Agreementfiscal quarter ended December 31, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III2008), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, ; (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary each of: (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (iA) the Subsidiary subsidiary to be so designated and designated; and (iiB) its Subsidiaries subsidiaries has not, not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to incur any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead the US Borrower or any a Restricted Subsidiary (other than Equity Interests in Subsidiary. Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary)” for purposes of the Senior Notes or any Junior Financing which is Material Indebtedness. (b) The US Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment for purposes of Section 6.01 or 6.02, as the case may be. Any such designation by Lead the US Borrower in Unrestricted Subsidiaries pursuant shall be notified by the US Borrower to the preceding sentence in an amount equal Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the board of directors of the US Borrower or any committee thereof giving effect to the fair market value at the date of such designation of Lead Borrowerand an officer’s Investment in certificate certifying that such Subsidiarydesignation complied with the foregoing provisions.

Designation of Subsidiaries. Lead (a) The Board of Directors of the Administrative Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead the Administrative Borrower as (other than the Co-Borrower or, at any time the direct parent of the SPV VLCC Parent is not the Administrative Borrower, the direct parent of the SPV VLCC Parent) to be an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary by written notice of the Administrative Borrower (provided, that with respect to the SPV VLCC Parent, the SPV VLCC Unrestricted Subsidiary and the SPV VLCC Vessel Owners, within 10 Business Days after the repayment in full of the Indebtedness outstanding under the Sinosure Facility Agreement (other than contingent obligations not yet then due and payable) (as such date may be extended by the Administrative AgentAgent in its sole discretion), the Board of Directors of the Administrative Borrower shall designate each such Person as a Restricted Subsidiary of the Administrative Borrower (such designations, the “SPV VLCC Designations”)); provided that (i) immediately before and after such designation (or re-designation), no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any a Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Subsidiary to be so designated does not (directly, or indirectly, through its Subsidiaries) at such time own any Equity Interests of or Indebtedness of, or own or hold any Lien on any property of, Holdings, the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Administrative Borrower or any of its Restricted Subsidiaries and (y) the Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as described in the immediately prior succeeding sentence is permitted by Sections 6.04(n) and/or (o), (iii) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, before and after giving effect to such designation, the total assets of all calculatedUnrestricted Subsidiaries (excluding intercompany accounts with other Unrestricted Subsidiaries to be so designated at such time and investments in Subsidiaries of such Unrestricted Subsidiaries to be so designated at such time) shall be less than 5.00% of Consolidated Total Assets, except as set forth and (iv) in the parenthetical to clause case of the designation (or re-designation, as the case may be) of an Unrestricted Subsidiary as a Restricted Subsidiary of the Administrative Borrower, the incurrence of Indebtedness and Liens resulting from the designation (or re-designation, as the case may be) of such Unrestricted Subsidiary as a Restricted Subsidiary as described in the second succeeding sentence is permitted by Sections 6.01 and Section 6.02; provided, further, that (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiaryrestricted subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) immediately after giving effect to any such designation hereunder and any other contemporaneous designation under any Refinancing Notes Indenture, Indenture or any Additional Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause Unsecured Debt and (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vy) no Restricted Subsidiary may be of Holdings that is not also a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically Administrative Borrower may be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in after the case of the Closing Date. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary, each of (i) Subsidiary shall constitute an Investment by the Subsidiary to be so designated and (ii) its Subsidiaries has not, Administrative Borrower therein at the time date of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect designation in an amount equal to any Indebtedness pursuant to which the lender has recourse to any aggregate Fair Market Value of the assets of Lead Borrower or any Administrative Borrower’s and its Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Subsidiaries’ Investment therein. The designation (or re-designation, as the case may be) of any Unrestricted Subsidiary as a Restricted Subsidiary of the Administrative Borrower shall constitute (i) the incurrence constitute, at the time of designation (or re-designation, as the case may be), the incurrence of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time time. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary. (b) Any designation (or re-designation, as the case may be) of a Restricted Subsidiary of the Administrative Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by delivery of a certificate from a Responsible Officer of the Administrative Borrower to the Administrative Agent (i) attaching a certified copy of a resolution of the Board of Directors of the Administrative Borrower giving effect to such designation and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of certifying that such designation (or re-designation, as the case may be) complies with the provisions of Lead Borrower’s Investment in such Subsidiarythis Section 5.17 and was permitted by this Agreement.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate any of its Restricted Subsidiary of Lead Borrower Subsidiaries as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, (x) no Default or Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, continuing or would immediately result from such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as shall be in pro forma compliance with the covenant set forth in the parenthetical Section 7.03 after giving effect to clause such designation and (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iiiii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is designated as a Restricted Subsidiary under the Senior Secured Notes Indenture or the Notes Indenture. The Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) such Restricted Subsidiary or any of its Subsidiaries is a “Restricted Subsidiary” for owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, Holdings, the purpose of Borrower or any other Subsidiary (I) the ABL Credit Agreement, other than (II) the Unsecured Notes Documents or (IIIx) any Refinancing Notes Indenture, Subsidiary of such Restricted Subsidiary and (y) any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (IIIUnrestricted Subsidiary), with a principal amount in excess of the Threshold Amount, (iv) following the . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with constitute an investment by the provisions parent company of such Subsidiary therein under Section 9.12 with respect to such designated Restricted Subsidiary, (v7.02(e) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after at the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)amount equal to the net book value of such parent company’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary and its Subsidiaries in any investments of such Subsidiary, in each case existing at such time and (ii) a return on time. Notwithstanding anything in this Agreement or any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant other Loan Document to the preceding sentence in an amount equal to contrary (including Section 7.02(e)), none of Holdings, the fair market value at the date Borrower or any of such designation of Lead Borrower’s Investment in such its Restricted Subsidiaries may invest, exclusively license or otherwise transfer Intellectual Property to, and Intellectual Property may not be owned by, any Unrestricted Subsidiary.

Designation of Subsidiaries. Lead The board of directors (or any committee thereof) of the Borrower may at any time and from time to time after the Closing Date designate (or re-designate) any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation (or re-designation), no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior after giving effect to such designation the Borrower shall be in compliance with Section 7.11 (such fair market value calculated on a Pro Forma Basis), whether or not the Borrower would otherwise be required to be calculated without regard in compliance with the Financial Covenant (and, as a condition precedent to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount effectiveness of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculatedthe Borrower shall deliver to the Administrative Agent a notice of such designation, except as set forth which shall be deemed to be a representation that such designation is in the parenthetical to clause (x) above, on a consolidated basis in accordance compliance with U.S. GAAPthis Section 6.14), and such Investment shall be permitted under Section 10.05as of the last day of the most recently ended Test Period on or prior to the date of determination, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it or any of its Subsidiaries is would be a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Refinancing Equivalent Debt or any Permitted Refinancing of any of the foregoing and (Iiii) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) described in the case of the immediately succeeding sentence is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) Subsidiary shall constitute an Investment by the Subsidiary to be so designated and (ii) its Subsidiaries has not, Borrower therein at the time date of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect designation in an amount equal to any Indebtedness pursuant to which the lender has recourse to any fair market value as determined by the Borrower in good faith of the assets of Lead Borrower Borrower’s or any Restricted Subsidiary a Subsidiary’s (other than Equity Interests in an Unrestricted Subsidiary)as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Borrower in good faith at the date of such designation of Lead the Borrower’s or a Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Lead The Subsidiaries of Borrower set forth on Schedule 5.01(q) hereto are, as of the date hereof, designated as Unrestricted Subsidiaries of Borrower. The board of directors of the managing general partner of the Borrower may at any time and from time to time after the Closing Date designate any Minerals Subsidiary that is a Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary (unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Debt of, or owns or holds any Lien on, any property of, the Borrower or any Subsidiary of the Borrower (other than any (I) Unrestricted Subsidiary, (II) Subsidiary of an Unrestricted Subsidiary or (III) Subsidiary of the Subsidiary to be so designated)) or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior after giving effect to such designation, all calculatedthe Borrower and the Restricted Subsidiaries shall be in compliance, except as on a Pro Forma Basis, with the covenants set forth in Section 5.04 (and, as a condition precedent to the parenthetical effectiveness of any such designation, the Borrower shall deliver to clause the Administrative Agent a certificate from the chief financial officer (xor person performing similar functions) aboveof the Borrower setting forth in reasonable detail the calculations demonstrating such compliance, on attaching a consolidated basis in accordance copy of the board resolution giving effect to such designation and certifying that such designation complied with U.S. GAAPthe provisions of this Agreement (including this Section 5.01(q), and such Investment shall be permitted under Section 10.05), (iii) no any Unrestricted Subsidiary must be an entity of which the Capital Stock entitled to cast at least a majority of the votes that may be cast by all Capital Stock having ordinary voting power for the election of the board of directors or other governing body (or person performing a similar function) are owned, directly or indirectly, by the Borrower, (iv) each of (1) the Subsidiary to be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii2) its Subsidiaries has not, not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness Debt (other than the Obligations and Debt under the Indenture) pursuant to which the lender has recourse to any of the assets of Lead the Borrower or any Restricted Subsidiary and (v) no Unrestricted Subsidiary shall be (I) a general partner in any Joint Venture or (II) a partner in any Joint Venture where the other than Equity Interests partners, members or participants are the Borrower or any of its Restricted Subsidiaries. The designation after 108 Alliance Resource the date hereof (which excludes the Subsidiaries designated on the date hereof pursuant to Schedule 5.01(q)) 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 Unrestricted Subsidiaryamount equal to the net book value of such Person’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 5.02(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 Debt or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiarytime.

Designation of Subsidiaries. Lead (a) The Borrower may at designate any time subsidiary (including any existing subsidiary and from time any newly acquired or newly formed subsidiary) to time after be an Unrestricted Subsidiary unless such subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Closing Date designate Borrower or any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or (other than solely any Unrestricted Subsidiary as a Restricted Subsidiary by written notice of the subsidiary to the Administrative Agentbe so designated); provided that that (i) immediately before and after any Unrestricted Subsidiary must be an entity of which the majority of the Voting Equity Interests therein are owned, directly or indirectly, by the Borrower; (ii) such designation, designation complies with the covenants described in Section 6.03(c); (iii) no Event of Default shall have occurred and be continuing, ; (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (xiv) the fair market value of Total Net Leverage Ratio would be less than the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as ratio set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAPSection 6.01(a), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, ; in each case of this clause (III), with on a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to pro forma basis taking into account such designated Restricted Subsidiary, designation; and (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary each of: (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (iA) the Subsidiary subsidiary to be so designated and designated; and (iiB) its Subsidiaries subsidiaries, has not, not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to incur any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead the Borrower or any Restricted Subsidiary (other than Equity Interests in Subsidiary. Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary). ” for purposes of the Revolving Credit Agreement and any Junior Financing. (b) The designation of Borrower may designate any Unrestricted Subsidiary as to be a Restricted Subsidiary Subsidiary; provided that, immediately after giving effect to such designation, no Event of Default shall constitute (i) have occurred and be continuing and the incurrence at Total Net Leverage Ratio would be less than the time of ratio set forth in Section 6.01(a), on a pro forma basis taking into account such designation. Any such designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead the Borrower in Unrestricted Subsidiaries pursuant shall be evidenced by the Borrower to the preceding sentence in an amount equal Administrative Agent by promptly delivering to the fair market value at the date of Administrative Agent an Officer’s Certificate giving effect to such designation and certifying that such designation complied with the provisions of Lead Borrower’s Investment in such Subsidiarythis Section 5.11.

Designation of Subsidiaries. Lead The board of directors of the Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior after giving effect to such designation, all calculatedthe Net Leverage Ratio for the Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 7.1 is less than or equal to 5.25 to 1.0 (calculated on a Pro Forma Basis) (and, except as set 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 parenthetical to clause (xcalculations demonstrating satisfaction of such test) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it or any of its Subsidiaries is would be a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents any Term Facility or (III) any Refinancing Notes Indenture, Junior Financing or any Permitted Pari Passu Notes Document, other Indebtedness for borrowed money of any Permitted Junior Notes Document or other debt instrument, Loan Party in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the $45,000,000. The designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) Subsidiary shall constitute an Investment by the Subsidiary to be so designated and (ii) its Subsidiaries has not, Borrower therein at the time date of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect designation in an amount equal to any Indebtedness pursuant to which the lender has recourse to any fair market value as determined by the Borrower in good faith of the assets of Lead Borrower Borrower’s or any Restricted Subsidiary its Subsidiary’s (other than Equity Interests in an Unrestricted Subsidiary)as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Borrower in good faith at the date of such designation of Lead the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary after the Effective Date may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Lead Neither Holdings nor the Borrower may at will (nor will they permit any time and from time to time after of the Closing Date Restricted Subsidiaries to) designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, except that Holdings and the Borrower may designate any Subsidiary by written notice to (other than the Administrative AgentBorrower or Leidos) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom; (b) Holdings and the Restricted Subsidiaries shall be in compliance with the Financial Covenant, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior after giving pro forma effect to such designation and the pro forma adjustments described in Section 1.07; (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary for purposes of this Agreement if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Leidos Loan Documents or (III) any Incremental Equivalent Debt, Refinancing Notes or any Refinancing Notes IndentureJunior Loans, or any Permitted Pari Passu Notes Document, Refinancing of any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amountforegoing, (iv) following the designation of an Unrestricted unless such Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be substantially contemporaneously also designated as an “Unrestricted Subsidiary), ” under the applicable Indebtedness; (vid) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each Subsidiary shall constitute an Investment by Holdings in such Subsidiary at the date of designation in an amount equal to the fair market value of Holdings’ and the Restricted Subsidiaries’ Investments therein; (ie) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the be deemed a new incurrence at the time of designation [[3596554]] of any Investment, Indebtedness or and Liens of such Subsidiary and its Subsidiaries existing at such time time; and (iif) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant Holdings shall have delivered to the preceding sentence in an amount equal Agent a certificate executed by a Responsible Officer of Holdings, certifying compliance with the foregoing requirements, as applicable, and with respect to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiaryforegoing clauses (b), (d) and (e), as applicable, containing reasonably detailed calculations thereof.

Designation of Subsidiaries. Lead Borrower may at any time and from time to time as of or after the Closing Date designate any Restricted Subsidiary of Lead (or acquired by) Borrower as an Unrestricted Subsidiary (unless such Restricted Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Borrower or any Subsidiary (other than solely any Subsidiary of the Subsidiary to be so designated)) or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred exist (including after giving effect to the reclassification of Investments in, Indebtedness of and be continuingLiens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (ii) the financial covenants set forth in Section 6.8 shall have been met, as determined on a pro forma basis as of the last day of the most recently ended Calculation Period for which financial statements were required to have been delivered in accordance with Sections 9.7 and 9.8 after giving effect to such designation (and determined on the basis of the financial statements for the most recently-ended test period at or prior to such time), (iii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the Subsidiary designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty AgreementGuaranty) and (y) the aggregate principal amount of any Indebtedness owed by such the Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such designation shall only be permitted to the extent such Investment shall be is permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount7.4, (iv) following immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 7.11 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (iA) the Subsidiary to be so designated and (iiB) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the applicable lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary); (vii) at any time, (A) neither Borrower nor any of its Restricted Subsidiaries shall sell, transfer or dispose of, or grant an exclusive license of, Intellectual Property of Borrower and its Restricted Subsidiaries to an Unrestricted Subsidiary or a Subsidiary of an Unrestricted Subsidiary unless such sale, transfer, disposition of, or the grant of an exclusive license of, Intellectual Property (1) is limited solely to Intellectual Property that is not material to the conduct of the business of Borrower and its Restricted Subsidiaries, taken as a whole, and (2) shall not materially adversely affect the design, manufacture, assembly, finishing, distribution, marketing or sale of any products or services of Borrower and its Restricted Subsidiaries and (B) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it owns, or holds an exclusive license of, Intellectual Property that is material to the conduct of the business of Borrower and its Restricted Subsidiaries, and (viii) Borrower shall have delivered to the Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the compliance with the requirements of the preceding clauses (i) through (v), inclusive, and containing the calculations (in reasonable detail) required by the preceding clause (ii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiary. For the avoidance of doubt, in no event shall an Unrestricted Subsidiary be the legal owner or exclusive licensee of material Intellectual Property that is used in the business of Borrower and its Restricted Subsidiaries.

Designation of Subsidiaries. Lead Borrower (a) The Board of Directors of Parent may at any time and from time to time after the Closing Date designate any Restricted Subsidiary (other than any such Restricted Subsidiary that is a Borrower or the direct parent company of Lead Borrower such Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentAgents; provided provided, that (i) immediately before and after such designation, (x) no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower continuing or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) would result therefrom and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth Borrowers shall be in the parenthetical to clause (x) abovecompliance, on a consolidated basis in accordance Pro Forma Basis, with U.S. GAAP)the Financial Maintenance Covenant, and (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after such Investment shall designation it would be permitted under Section 10.05a “restricted subsidiary” for the purpose of any other Material Debt, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of was previously designated as an Unrestricted Subsidiary and then redesignated as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, and (viv) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary)Subsidiary if it is an IP Holding Company, and (viv) no Borrower may Intellectual Property (other than Intellectual Property that is of de minimis value) shall be designated transferred from any IP Holding Company to an Unrestricted Subsidiary and Subsidiary, other than non-exclusive licenses. (viib) in the case of the The designation of any Subsidiary as an Unrestricted Subsidiary, each Subsidiary shall constitute an Investment by Parent therein at the date of designation in an amount equal to the fair market value of Parent’s Investment therein as determined in good faith by Parent and the Investment resulting from such designation must otherwise be in compliance with Section 6.7 (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, as determined at the time of such designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an 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 and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower Parent in such Unrestricted Subsidiaries pursuant Subsidiary; provided, that (i) solely for the purpose of calculating the outstanding amounts of Investments under Section 6.7 made in respect of any Unrestricted Subsidiary being redesignated as a Restricted Subsidiary, upon such redesignation Parent shall be deemed to the preceding sentence continue to have an outstanding Investment in such Subsidiary in an amount (if positive) equal to (a) Parent’s Investment in such Subsidiary at the time of such redesignation less (b) the fair market value of the net assets of such Subsidiary at the time of such redesignation attributable to Parent’s ownership of such Subsidiary and (ii) solely for purposes of Section 5.9(c) and the Collateral Documents, any Unrestricted Subsidiary designated as a Restricted Subsidiary shall be deemed to have been acquired on the date of such designation. Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the date time of such designation of Lead Borrower’s Investment transfer, in such Subsidiaryeach case as determined in good faith by Parent.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice delivering to the Administrative AgentAgent a certificate of a Responsible Officer specifying such designation and certifying that the conditions to such designation set forth in this Section 6.11 are satisfied; provided that that: (ia) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b) after giving effect to such designation (and clause (c) below), the pro forma Consolidated Secured Leverage Ratio for the Applicable Reference Period is no greater than 2.00 to 1.00; (iic) in the case of the a designation of any a Restricted Subsidiary as an Unrestricted Subsidiary, each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.11; (d) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such designation Subsidiary shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may substantially simultaneously be designated as an “Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) under the ABL Credit AgreementAgreement (and, (II) to the Unsecured Notes Documents or (III) any Refinancing Notes Indentureextent applicable, any other agreement governing Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, Refinancing Indebtedness in each respect of the ABL Loans) and in the case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower such Subsidiary shall comply with the provisions of Section 9.12 with respect to such substantially simultaneously be designated as a “Restricted Subsidiary” under the ABL Credit Agreement (and, (v) no to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the ABL Loans). The designation of any Restricted Subsidiary may be a Subsidiary of as an Unrestricted Subsidiary (and any shall constitute an Investment by the Borrower in such Subsidiary of an Unrestricted Subsidiary that is acquired or formed after on the date of designation shall automatically be designated as in an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in amount equal to the case fair market value of the designation of any Subsidiary Borrower’s Investment therein (as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated determined reasonably and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiarygood faith by a Responsible Officer). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiarytime.

Designation of Subsidiaries. Lead Borrower may (a) At the Borrower’s election, at any time and from time to time after the Closing Date designate any Restricted Subsidiary (other than GVR, NP Lake Xxxx LLC, NP Santa Fe LLC, NP Texas LLC or any other Restricted Subsidiary into which any portion of Lead Borrower the assets (other than de minimis assets) of any of the foregoing entities are transferred on or after the Closing Date (by Investment, Disposition, merger, consolidation or otherwise)) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior after giving effect to such designation, all calculatedthe Borrower and the Restricted Subsidiaries shall be in compliance, except as on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the parenthetical effectiveness of any such designation, the Borrower shall deliver to clause (x) above, on the Administrative Agent a consolidated basis certificate setting forth in accordance with U.S. GAAPreasonable detail the calculations demonstrating such compliance), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes IndentureJunior Financing, any Permitted Pari Passu Notes Document, Indebtedness in an aggregate principal amount greater than or equal to the Threshold Amount or any Permitted Junior Notes Document or other debt instrument, Refinancing Indebtedness in each case of this clause (III), with a principal amount in excess of the Threshold Amountrespect thereof, (iv) following the Investment resulting from the designation of any such Subsidiary as an Unrestricted Subsidiary pursuant to this Section 6.14(a) is permitted by Section 7.02, (v) any Indebtedness or Liens of any Unrestricted Subsidiary designated as a Restricted SubsidiarySubsidiary pursuant to this Section 6.14(a) are permitted by Sections 7.03 and 7.01, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiaryrespectively, (vvi) no Restricted Subsidiary may be a Subsidiary of designated as an Unrestricted Subsidiary (and any Subsidiary of if it was previously designated an Unrestricted Subsidiary, (vii) prior to the First Test Date, no Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically may be designated as a Restricted Subsidiary, (viii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary), Subsidiary if it owns a Core Property and (viix) no Borrower Restricted Subsidiary may be designated as an Unrestricted Subsidiary and if (viiafter giving effect to such designation) in the case it will provide any Guarantee of any Indebtedness of the Borrower or any other Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) Subsidiary shall constitute an Investment by the Subsidiary to be so designated and (ii) its Subsidiaries has not, Borrower therein at the time date of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect designation in an amount equal to any Indebtedness pursuant to which the lender has recourse to any Fair Market Value of the assets of Lead Borrower or any Restricted such Subsidiary (other than Equity Interests in less any liabilities of such Subsidiary, excluding the Obligations, that will not constitute liabilities of any Loan Parties after such designation) at the time that such Subsidiary is designated as an 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 and its Subsidiaries existing at such time and time. (iib) At the Borrower’s election, at any time, designate a return Restricted Subsidiary as an Immaterial Subsidiary, but only to the extent that such designation is consistent with the definition of “Immaterial Subsidiary,” or as a Native American Subsidiary, but only to the extent that such designation is consistent with the definition of “Native American Subsidiary”. Upon any Immaterial Subsidiary’s or Native American Subsidiary’s (whether designated as such on any Investment by Lead Borrower in Unrestricted Subsidiaries the Closing Date or thereafter pursuant to the preceding sentence sentence) ceasing to satisfy any of the requirements set forth in the definition of such term, the Borrower shall notify the Administrative Agent thereof and shall take the actions required pursuant to Section 6.11 and such Subsidiary shall cease to be an amount equal to Immaterial Subsidiary or Native American Subsidiary, as the fair market value case may be. Notwithstanding the foregoing, after the Closing Date the Borrower may not designate any Subsidiary as an Immaterial Subsidiary if (i) the Fair Market Value of the assets of such Subsidiary at the date time of designation exceeds $10,000,000 or (ii) the sum of the Fair Market Value of the assets of such designation Subsidiary and all other Subsidiaries so designated after the Closing Date (determined at the time of Lead Borrower’s Investment designation), plus the aggregate amount of Investments made by the Loan Parties in such SubsidiaryImmaterial Subsidiaries as provided in Section 7.02(c) exceeds $50,000,000.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice delivering to the Administrative AgentAgent a certificate of a Responsible Officer specifying such designation and certifying that the conditions to such designation set forth in this Section 6.11 are satisfied; provided that that: (ia) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b) after giving effect to such designation (and clause (c) below), the pro forma Consolidated Leverage Ratio for the Applicable Reference Period is no greater than 3.75 to 1.00; (iic) in the case of the a designation of any a Restricted Subsidiary as an Unrestricted Subsidiary, each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.11; (d) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such designation Subsidiary shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may substantially simultaneously be designated as an “Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) under the ABL Credit AgreementAgreement (and, (II) to the Unsecured Notes Documents or (III) any Refinancing Notes Indentureextent applicable, any other agreement governing Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, Refinancing Indebtedness in each respect of the ABL Loans) and in the case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower such Subsidiary shall comply with the provisions of Section 9.12 with respect to such substantially simultaneously be designated as a “Restricted Subsidiary” under the ABL Credit Agreement (and, (v) no to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the ABL Loans). The designation of any Restricted Subsidiary may be a Subsidiary of as an Unrestricted Subsidiary (and any shall constitute an Investment by the Borrower in such Subsidiary of an Unrestricted Subsidiary that is acquired or formed after on the date of designation shall automatically be designated as in an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in amount equal to the case fair market value of the designation of any Subsidiary Borrower’s Investment therein (as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated determined reasonably and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiarygood faith by a Responsible Officer). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiarytime.

Designation of Subsidiaries. Lead Borrower Xxxxxxx (with the consent of the Company) may at any time and from time to time after the Closing Pushdown Date designate any Restricted Subsidiary of Lead Borrower any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; 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 Covenant Parties shall be in compliance, on a Pro Forma Basis, with the case covenant set forth in Section 7.11, (iii) none of the designation of any Subsidiary Covenant Parties may be designated as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iiiiv) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit AgreementSenior Subordinated Debt, (II) the Senior Unsecured Notes Documents Debt or (III) any Refinancing Notes IndentureJunior Financing, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiaryapplicable, (v) no Restricted Subsidiary may be a Subsidiary of designated an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be if it was previously designated an Unrestricted Subsidiary and (viivi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in the each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) Subsidiary after the Subsidiary to be so designated and (ii) its Subsidiaries has not, Closing Date shall constitute an Investment by the Covenant Parties therein at the time date of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect designation in an amount equal to any Indebtedness pursuant to which the lender has recourse to any net book value of the assets of Lead Borrower or any Restricted Subsidiary Covenant Parties’ (other than Equity Interests in an Unrestricted Subsidiary)as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s the Covenant Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate any of its Restricted Subsidiary of Lead Borrower Subsidiaries as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, (x) no Default or Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, continuing or would immediately result from such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as shall be in pro forma compliance with the covenant set forth in the parenthetical Section 7.03 after giving effect to clause such designation and (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iiiii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is designated as a Restricted Subsidiary under the Senior Secured Notes Indenture, the Notes Indenture or the New Convertible Notes Indenture. The Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) such Restricted Subsidiary or any of its Subsidiaries is a “Restricted Subsidiary” for owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, Holdings, the purpose of Borrower or any other Subsidiary (I) the ABL Credit Agreement, other than (II) the Unsecured Notes Documents or (IIIx) any Refinancing Notes Indenture, Subsidiary of such Restricted Subsidiary and (y) any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (IIIUnrestricted Subsidiary), with a principal amount in excess of the Threshold Amount, (iv) following the . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with constitute an investment by the provisions parent company of such Subsidiary therein under Section 9.12 with respect to such designated Restricted Subsidiary, (v7.02(e) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after at the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)amount equal to the net book value of such parent company’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary and its Subsidiaries in any investments of such Subsidiary, in each case existing at such time and (ii) a return on time. Notwithstanding anything in this Agreement or any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant other Loan Document to the preceding sentence in an amount equal to contrary (including Section 7.02(e)), none of Holdings, the fair market value at the date Borrower or any of such designation of Lead Borrower’s Investment in such its Restricted Subsidiaries may invest, exclusively license or otherwise transfer Intellectual Property to, and Intellectual Property may not be owned by, any Unrestricted Subsidiary.

Designation of Subsidiaries. Lead Borrower The Board of Directors of Holdings may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower (other than the Borrowers but including any existing Restricted Subsidiary and any newly acquired or newly formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior after giving effect to such designation, all calculatedHoldings and the Restricted Subsidiaries shall be in compliance, except as on a Pro Forma Basis, with the covenant set forth in Section 6.09 (it being understood that if no Test Period cited in Section 6.09 has passed, the parenthetical to clause (x) above, on a consolidated basis covenant in accordance with U.S. GAAP), and Section 6.09 for the first Test Period cited in such Investment Section 6.09 shall be permitted under Section 10.05satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Holdings shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) such designation complies with Section 6.05, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it the Subsidiary to be so designated (directly, or indirectly through its Subsidiaries) owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, Holdings or any of its Subsidiaries is a “Restricted Subsidiary” Subsidiary and (v) neither Holdings nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the purpose of holder thereof may (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions passage of Section 9.12 time or notice or both) declare a default thereunder or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to such designated Restricted Subsidiaryany Indebtedness, (v) no Restricted Subsidiary may be a Subsidiary Lien or other obligation of an any Unrestricted Subsidiary (and including any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an right to take enforcement action against such Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the . The designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) Subsidiary after the Subsidiary to be so designated and (ii) its Subsidiaries has not, Closing Date shall constitute an Investment by Holdings therein at the time date of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests designation in an Unrestricted amount equal to the fair market value as determined in good faith by Holdings of Holdings’ or its Subsidiary)’s (as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower Holdings or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by Holdings at the date of such designation of Lead BorrowerHoldings’ or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Lead An Authorized Officer of Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior after giving effect to such designation, all calculated, except as Borrower shall be in pro forma compliance with each of the covenants set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.056.7, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL any subordinated Indebtedness of any Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, Party; (iv) following Borrower shall deliver to Administrative Agent at least five Business Days prior to such designation a certificate of an Authorized Officer of Borrower, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (i) through (iii) of this Section 5.12 and, if applicable, certifying that such subsidiary meets the requirements of an “Unrestricted Subsidiary” and (v) at least ten days prior to the designation of an any Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower the Lenders shall comply with have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the provisions of Section 9.12 PATRIOT Act, with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary subsidiary. The designation of any subsidiary as an Unrestricted Subsidiary (and any Subsidiary of shall constitute an Unrestricted Subsidiary that is acquired or formed after Investment by Borrower therein at the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)amount equal to the fair market value of Borrower’s Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence by such Restricted Subsidiary at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiarytime.

Designation of Subsidiaries. Lead Neither Holdings nor the Borrower may at will (nor will they permit any time and from time to time after of the Closing Date Restricted Subsidiaries to) designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, except that Holdings and the Borrower may designate any Subsidiary by written notice to (other than the Administrative AgentBorrower or Leidos) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom; (b) Holdings and the Restricted Subsidiaries shall be in compliance with the Financial Covenant, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior after giving pro forma effect to such designation and the pro forma adjustments described in Section 1.07; (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary for purposes of this Agreement if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Leidos Loan Documents or (III) any Incremental Equivalent Debt, Refinancing Notes or any Refinancing Notes IndentureJunior Loans, or any Permitted Pari Passu Notes Document, Refinancing of any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amountforegoing, (iv) following the designation of an Unrestricted unless such Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be substantially contemporaneously also designated as an “Unrestricted Subsidiary), ” under the applicable Indebtedness; (vid) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each Subsidiary shall constitute an Investment by Holdings in such Subsidiary at the date of designation in an amount equal to the fair market value of Holdings’ and the Restricted Subsidiaries’ Investments therein; (ie) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the be deemed a new incurrence at the time of designation of any Investment, Indebtedness or and Liens of such Subsidiary and its Subsidiaries existing at such time time; and (iif) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant Holdings shall have delivered to the preceding sentence in an amount equal Agent a certificate executed by a Responsible Officer of Holdings, certifying compliance with the foregoing requirements, as applicable, and with respect to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiaryforegoing clauses (b), (d) and (e), as applicable, containing reasonably detailed calculations thereof.

Designation of Subsidiaries. Lead The board of directors of the Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be able to incur at least $1.0 of additional Indebtedness pursuant to the Incurrence Test Basket (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) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are directly owned by Lead the Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations 100% of the Equity Interests of such newly-designated Unrestricted Subsidiary are owned by the Borrower or any of its Subsidiaries under such Restricted Subsidiary, (iv) such Subsidiary shall have entered into the Guaranty Tax Allocation Agreement) , and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iiiv) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such was previously designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), . The designation (vii) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each Subsidiary shall constitute an Investment by the Borrower therein at the time of such designation in an amount equal to the net book value of the Borrower’s or its respective Subsidiaries’ (ias applicable) the Subsidiary to be so designated investment therein and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of such designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time time, and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date case of each such designation shall only be permitted if the respective Investment or incurrence of Lead Borrower’s Investment in such SubsidiaryIndebtedness or Liens is permitted under Section 9.03, 9.04 or 9.05, as the case may be.

Designation of Subsidiaries. Lead Borrower Parent may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Payment Conditions shall be satisfied on a Pro Forma Basis, (iii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value net worth of the Equity Interests of the Subsidiary designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value net worth to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Security Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such the Subsidiary and any of its Subsidiaries to Lead Borrower Parent or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05Sections 10.05 and 10.06, (iiiiv) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is would continue, after such designation, to be a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Existing Notes Documents or (III) any Refinancing Notes Indenture, other Indebtedness of any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), Loan Party with a principal amount in excess of the Threshold Amount, (ivv) following immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower Parent shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vvi) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each no recourse whatsoever (whether by contract or by operation of (i) the law or otherwise), other than by Investments by Loan Parties in such Unrestricted Subsidiary to permitted under Section 10.05, may be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse had to any of the Loan Parties or any of their respect properties or assets for any obligations of such Unrestricted Subsidiary, (viii) once any Unrestricted Subsidiary is designated as a Restricted Subsidiary, such Subsidiary may not be re-designated as an Unrestricted Subsidiary and (ix) the Lead Borrower shall have delivered to the Agent and each Lender a certificate executed by its chief financial officer or any Restricted Subsidiary treasurer, certifying compliance with the requirements of the preceding clauses (other than Equity Interests i) through (viii), inclusive, and containing the calculations (in an Unrestricted Subsidiaryreasonable detail) required by the preceding clause (ii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (iiy) a return on any Investment by Lead Borrower Parent or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead BorrowerParent’s or such Restricted Subsidiary’s Investment in such Subsidiary.

Designation of Subsidiaries. Lead Borrower may at any time and from time With respect to time after the Closing Date Holdings, designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary by as an Unrestricted Subsidiary, unless (a) Holdings shall have given not less than ten (10) days’ prior written notice to the Administrative Agent; provided Lenders that the Board of Directors of Holdings has made such determination, (ib) at the time of such designation or redesignation, and immediately before and after such designationgiving effect thereto, no Default or Event of Default shall have occurred and be continuingwould exist, (iic) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted by the provisions of Section 6.4, (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, (i) all outstanding Indebtedness of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 6.1, and (ii) all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 6.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such designation Restricted Subsidiary shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to not at any time after the sum date of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be this Agreement have previously been designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for more than once, and (f) in the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and shall not at any Subsidiary of an Unrestricted Subsidiary that is acquired or formed time after the date of designation shall automatically be this Agreement have previously been designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other more than Equity Interests in an 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 and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiaryonce.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate any of its Restricted Subsidiary of Lead Borrower Subsidiaries as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, (x) no Default or Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, continuing or would immediately result from such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as shall be in pro forma compliance with the covenant set forth in the parenthetical Section 7.03 after giving effect to clause such designation and (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iiiii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is designated as a Restricted Subsidiary under the Senior Secured Notes Indenture or the Notes Indenture. The Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) such Restricted Subsidiary or any of its Subsidiaries is a “Restricted Subsidiary” for owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, Holdings, the purpose of Borrower or any other Subsidiary (I) the ABL Credit Agreement, other than (II) the Unsecured Notes Documents or (IIIx) any Refinancing Notes Indenture, Subsidiary of such Restricted Subsidiary and (y) any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (IIIUnrestricted Subsidiary), with a principal amount in excess of the Threshold Amount, (iv) following the . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with constitute an investment by the provisions parent company of such Subsidiary therein under Section 9.12 with respect to such designated Restricted Subsidiary, (v7.02(e) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after at the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)amount equal to the net book value of such parent company’'s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary and its Subsidiaries in any investments of such Subsidiary, in each case existing at such time and (ii) a return on time. Notwithstanding anything in this Agreement or any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant other Loan Document to the preceding sentence in an amount equal to contrary (including Section 7.02(e)), none of Holdings, the fair market value at the date Borrower or any of such designation of Lead Borrower’s Investment in such its Restricted Subsidiaries may invest, exclusively license or otherwise transfer Intellectual Property to, and Intellectual Property may not be owned by, any Unrestricted Subsidiary.

Designation of Subsidiaries. Lead Borrower The Company may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (ia) other than in the case of the designation of (x) a Joint Venture in existence on the Seventh Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall have occurred and be continuing, (iib) other than in the case of the designation of any Subsidiary as an Excluded Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior after giving effect to such designation, all calculatedthe Company and its Restricted Subsidiaries shall be in compliance, except as on a Pro Forma Basis, with the covenants set forth in Section 1.01 (and, as a condition precedent to the parenthetical effectiveness of any such designation, the Company shall deliver to clause the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iiic) no Subsidiary Borrower may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary if it or any (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of its Subsidiaries is a “Restricted Subsidiary” for designation in an amount equal to the purpose of net book value (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrumentor, in each the case of this clause (III)any guarantee or similar Investment, with a principal amount in excess the amount) of the Threshold Amount, Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Seventh Restatement Effective Date (iv) following the designation including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Lead Borrower shall comply with the provisions Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an 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 and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiary7.03.

Designation of Subsidiaries. Lead The Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice delivering to the Administrative AgentAgent a certificate of a Responsible Officer of the Borrower specifying such designation and certifying that the conditions to such designation set forth in this Section 5.14 are satisfied; provided that that: (ia) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b) both immediately before and immediately after any such designation, the Total Assets of all Unrestricted Subsidiaries as of the end of the most recently ended Measurement Period shall not exceed 10.0% of the Total Assets of the Borrower and its Restricted Subsidiaries as of the end of the most recently ended Measurement Period; and (iic) in the case of the a designation of a Subsidiary as an Unrestricted Subsidiary, each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 5.14. The designation of any Subsidiary as an Unrestricted Subsidiary, such designation Subsidiary shall constitute an Investment by the Borrower in such Unrestricted Subsidiary (calculated as on the date of designation in an amount equal to the sum of (x) the fair market value of the Equity Interests Borrower’s or its Subsidiary’s Investment therein (as determined reasonably and in good faith by a Financial Officer of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted SubsidiaryBorrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead the Borrower’s or its Subsidiary’s Investment in such Subsidiary.

Designation of Subsidiaries. Lead 146 (a) The Borrower may at any time and from time to time after the Closing Date designate (or re-designate) any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative AgentSubsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the . The designation of any Subsidiary as an Unrestricted Subsidiary, such designation Subsidiary after the Restatement Date in accordance with this ‎Section 5.12(a) 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 fair market value (as determined in good faith by the Borrower) of the Investments held by the Borrower and/or the applicable Restricted Subsidiaries in such Unrestricted Subsidiary immediately prior to such designation. Upon any such designation (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary (calculated as an amount equal pursuant to the sum definition of (x) “Investment”), the fair market value of Borrower and/or the Equity Interests of applicable Restricted Subsidiaries shall receive a credit against the designated applicable clause in ‎Section 6.04 that was utilized for the Investment in such Unrestricted Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations for all Returns in respect of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary in accordance with this ‎Section 5.12 shall constitute (i) the incurrence by such Restricted Subsidiary at the time of designation of any Investment, Indebtedness or Liens of such Restricted Subsidiary and its Subsidiaries existing outstanding at such time and (iito the extent assumed). (b) The Borrower may designate (or re-designate) any Restricted Subsidiary that is an Excluded Subsidiary, as an Electing Guarantor. The Borrower may designate (or re-designate) any Electing Guarantor as an Excluded Subsidiary; provided that (%4) after giving effect to such release, such Restricted Subsidiary shall not be a return on guarantor of Senior Notes, any Credit Agreement Refinancing Indebtedness, any Additional Term Notes, any Unrestricted Additional Term Notes, any Term Loan Exchange Notes or any Additional Debt, (%4) such redesignation shall constitute an Investment by Lead the Borrower in Unrestricted Subsidiaries pursuant to or the preceding sentence relevant Restricted Subsidiary, as applicable, therein at the date of designation in an amount equal to the fair market value (as determined in good faith by the Borrower) of the Investments held by the Borrower and/or the Restricted Subsidiaries in such Electing Guarantor immediately prior to such re-designation and such Investments shall otherwise be permitted hereunder and (%4) any Indebtedness or Liens of such Restricted Subsidiary (after giving effect to such release) shall be deemed to be incurred at the date time of such designation of Lead Borrower’s Investment in release by such SubsidiaryElecting Guarantor and such incurrence shall otherwise be permitted hereunder.