Common use of Designation of Subsidiaries Clause in Contracts

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (b) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted Subsidiary. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiary.

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

Designation of Subsidiaries. The Borrower (or, in the case of any Subsidiary of Holdings that is not a Subsidiary of the Borrower, Holdings) may at any time after the Closing Date designate (or redesignatesubsequently re-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after giving effect to such designationdesignation on a Pro Forma Basis, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary)be continuing, (b) no subsidiary may Subsidiary shall be an Unrestricted Subsidiary unless it is also an “Unrestricted Subsidiary” for purposes of the ABL Credit Agreement and the Notes Documents and (c) no Subsidiary shall be designated as an Unrestricted Subsidiary if it such Subsidiary owns Intellectual Property that is a “Restricted Subsidiary” for purposes of material to the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary business of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any and its Restricted SubsidiarySubsidiaries (taken as a whole). The designation of any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) each relevant Group Member therein at the date of designation in an amount equal to the portion of the fair market value Fair Market Value of the net assets of such Restricted Subsidiary attributable to the Borrowereach relevant Group Member’s (or its applicable Restricted Subsidiary’s) equity interest Investment therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)faith. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted SubsidiarySubsidiary existing at such time (as applicable), as applicable and (ii) a return on any Investment by the Borrower each relevant Group Member in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at Fair Market Value as of the date of such designation of the Borrowernet assets of such Subsidiary attributable to each relevant Group Member’s or its Restricted Subsidiary’s equity Investment in such SubsidiarySubsidiary as determined by the Borrower in good faith and (iii) the formation or acquisition of a Group Member for purposes of Section 5.11.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignatere-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation (or re-designation), no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary)be continuing, (bii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans any Incremental Equivalent Debt, Refinancing Equivalent Debt or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount Junior Financing and (ciii) as of the date of Investment resulting from the designation thereof, no of such Subsidiary as an Unrestricted Subsidiary shall own any Capital Stock as described in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted Subsidiaryimmediately succeeding sentence is permitted by Section 7.02. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith of the Borrower’s or a Subsidiary’s (and such designation shall only be permitted to the extent such as applicable) Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by 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 the Borrower’s or its Restricted a Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower Representative may at any time after the Closing Date designate (or redesignate) any subsidiary (other than any Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that (ai) immediately before and after such designation, no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) no subsidiary may the Borrowers shall be designated as an Unrestricted Subsidiary if it is in compliance with Section 6.15(a) (whether or not then in effect) calculated on a “Restricted Subsidiary” for purposes Pro Forma Basis after giving effect to such designation (and determined on the basis of the Second Lien Term Loans financial statements for the most recently ended Test Period at or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount prior to such time which have been delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable) and (ciii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the any Borrower or hold any Indebtedness of or any Lien on any property of the Borrower Borrowers or any their Restricted SubsidiarySubsidiaries. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the such Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s Borrowers’ (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Borrower in good faith Representative (and such designation shall only be permitted to the extent such Investment is otherwise permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) applicable; provided, that upon a return on re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then such Borrower shall be deemed to continue to have an Investment by in the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence resulting Restricted Subsidiary in an amount (if positive) equal to (a) such Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to such Borrower’s equity therein at the date time of such designation re-designation. As of the Borrower’s or its Restricted Subsidiary’s Investment in such SubsidiaryClosing Date, the subsidiaries listed on Schedule 5.10 have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The board of directors of the Borrower Agent may at any time after the Closing Date designate (or redesignate) any subsidiary of any Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default exists shall have occurred and be continuing, (including ii) after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Restricted Subsidiary Borrowers shall be in pro forma compliance with Section 6.18 (whether or Unrestricted Subsidiarynot then applicable), (biii) no Borrower may be designated as an Unrestricted Subsidiary, (iv) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans Loan Agreement, the Senior Notes or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and Amount, (cv) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower Agent or its Subsidiaries or hold any Indebtedness of of, or any Lien on any property of the Borrower Agent or its Subsidiaries, or (vi) the holder of any Restricted SubsidiaryIndebtedness of any Unrestricted Subsidiary shall not have any recourse to the Borrower Agent or its Subsidiaries with respect to such Indebtedness. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Agent therein at the date of designation in an amount equal to the portion (proportionate to the Borrower Agent’s equity interest in such subsidiary) of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.066.07); provided, that upon a redesignation of such Unrestricted Subsidiary as a Subsidiary, the Borrower Agent shall be deemed to continue to have a permanent Investment in a Subsidiary in an amount (if positive) equal to (a) the Borrower Agent’s “Investment” in such Subsidiary at the time of such redesignation, less (b) the portion (proportionate to the Borrower Agent’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Subsidiary existing at the date of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiarytime.

Designation of Subsidiaries. The Borrower board of directors of Holdings may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default exists shall have occurred and be continuing, (including after giving effect to ii) the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Borrower may not be designated as an Unrestricted Subsidiary), (biii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans or any other third party Indebtedness with ABL Facility, (iv) no Restricted Subsidiary may be designated as an aggregate outstanding principal amount in excess of the Threshold Amount and Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (cv) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock Equity Interests in any Restricted Subsidiary, (vi) no Unrestricted Subsidiary of the Borrower or shall hold any Indebtedness of of, or any Lien on any property of of, the Borrower or any Restricted Subsidiary, (vii) no Unrestricted Subsidiary shall be a party to any transaction or arrangement with the Borrower and its Restricted Subsidiaries that would not be permitted by Section 7.08 and (viii) none of Holdings or any of its Restricted Subsidiaries shall have any obligation to subscribe for additional Equity Interests of any Unrestricted Subsidiary or to preserve or maintain the financial condition of any Unrestricted Subsidiary. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or Holdings and its applicable Restricted Subsidiary) Subsidiaries therein at the date of designation in an amount equal to the portion of the fair market net book value of the net assets of Holdings’ or such Restricted Subsidiary attributable to the BorrowerSubsidiary’s (or its applicable Restricted Subsidiary’sas applicable) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary existing at such time, and cause each of the Restricted Subsidiary, as applicable Subsidiaries and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiarysatisfy, customary corporate and other formalities.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event Default shall have occurred and be continuing, (ii) other than for purposes of Default exists (including designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Restricted Subsidiary Borrower shall be in compliance with the financial covenant set forth in Article VIII (whether or Unrestricted Subsidiary)not then in effect at such time) (calculated on a 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 reasonable detail the calculations demonstrating satisfaction of such test) and (biii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted SubsidiaryJunior Financing. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant Subsidiary existing at such 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 the Borrower’s or its Restricted Subsidiary’s Investment in such SubsidiaryExisting Senior Secured Notes Indenture.

Designation of Subsidiaries. The Lead Borrower may at any time after the Closing Date designate or re-designate (including, any then existing or redesignatesubsequently acquired or organized Subsidiary) (x) any subsidiary Restricted Subsidiary of any Borrower as an Unrestricted Subsidiary or (y) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary)be continuing, (bii) no subsidiary Borrower may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and , (ciii) as of the last date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock Equity Interests in any Restricted Subsidiary of the Borrower or any Loan Party or hold any Indebtedness of of, or any Lien on any property of the any Borrower or any Restricted Loan Party, (iv) the holder of any Indebtedness of any Unrestricted Subsidiary shall not have any recourse to any Borrower or any Loan Party with respect to such Indebtedness (unless such Indebtedness is otherwise permitted under Section 6.01) or (v) any Subsidiary previously designated as an Unrestricted Subsidiary may not thereafter be re-designated as an Unrestricted Subsidiary. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Borrowers therein at the date of designation in an amount equal to the portion (proportionate to such Borrower’s equity interest in such subsidiary) of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.066.04). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Subsidiary existing at the date of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiarytime.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignatere-designate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bi) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount Credit Agreement and (cii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary simultaneously with the aforementioned designation in accordance with the terms of this Section 5.10) or hold any Indebtedness of or any Lien on any property of the Borrower or any its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted hereunder to incur such Indebtedness or grant such Lien in favor of such Unrestricted Subsidiary). The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or grantingmaking, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) applicable; provided that upon a return on re-designation of any Investment by Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment 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 re-designation less (b) the portion of the fair market value at of the date net assets of such designation of Restricted Subsidiary attributable to the Borrower’s or its Restricted Subsidiary’s Investment in equity therein at the time of such Subsidiaryre-designation. As of the Closing Date, the subsidiaries listed on Schedule 5.10 hereto have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The Borrower New Holdings may at any time and from time to time after the Closing Effective Date designate (or redesignate) any subsidiary Restricted Subsidiary of New Holdings as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (ai) immediately before and after such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary)be continuing, (bii) no subsidiary may be designated in the case of the designation of any Subsidiary as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the , such designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted Subsidiary. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Unrestricted Subsidiary (or its applicable Restricted Subsidiary) therein at the date of designation in calculated as an amount equal to the portion sum of (x) the fair market value of the net assets Subsidiary designated immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such Restricted Subsidiary attributable to under the Borrower’s Guaranty and Collateral Agreement) and (or its applicable Restricted Subsidiary’sy) equity interest therein as reasonably determined the aggregate principal amount of any Indebtedness owed by the Borrower Subsidiary to New Holdings or any of its Subsidiaries immediately prior to such designation, all calculated, except as set forth in good faith the parenthetical to clause (x) above, on a consolidated basis in accordance with GAAP), and such designation Investment shall only be permitted to the extent such Investment is permitted under Section 6.068.7, (iii) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, New Holdings shall comply with the provisions of Section 7.10 with respect to such designated Restricted Subsidiary, (iv) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary, (v) the Borrower Agent may not be designated an Unrestricted Subsidiary and (vi) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (A) the Subsidiary to be so designated and (B) 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 New 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 (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by the Borrower New Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted SubsidiaryNew Holding’s Investment in such Subsidiary. Such designation shall be permitted only if an Investment in such amount would be permitted at such time, whether as a Restricted Payment and/or a permitted Investment, and if such Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.”

Designation of Subsidiaries. The board of directors (or equivalent governing body) of the Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) the Senior Secured Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such designation, would not exceed 5.80:1.00, (iii) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans ABL Facility or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount Senior Notes and (civ) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any its Restricted SubsidiarySubsidiaries. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or grantingmaking, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) applicable; provided that upon a return on re-designation of any Investment by Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment 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 re-designation, less (b) the portion of the fair market value at of the date net assets of such designation of Restricted Subsidiary attributable to the Borrower’s or its Restricted Subsidiary’s Investment in equity therein at the time of such Subsidiaryre-designation. As of the Closing Date, the subsidiaries listed on Schedule 5.10 have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after giving effect to such designation, no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) no subsidiary may be designated in the case of a designation of any Restricted Subsidiary as an Unrestricted Subsidiary if it is Subsidiary, the Total Leverage Ratio, calculated on a “Restricted Subsidiary” Pro Forma Basis for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount most recently ended Test Period, would not exceed 4.50:1.00, and (ciii) as of the date of the designation thereofafter such designation, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or the Restricted Subsidiaries that would not then be permitted to be incurred by the Borrower or the Restricted Subsidiaries, as applicable (it being expressly understood and agreed that any such Indebtedness or Lien shall be deemed to have been incurred or granted by the Borrower or the Restricted SubsidiarySubsidiaries, as applicable, on the date of such designation). The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is a Permitted Investment or is then permitted under Section 6.066.04(a)). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a return on any Investment by Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment 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 re-designation, minus (b) the portion of the fair market value at of the date net assets of such designation of Restricted Subsidiary attributable to the Borrower’s or its Restricted Subsidiary’s Investment in equity therein at the time of such Subsidiaryre-designation. As of the Closing Date, the Subsidiaries listed on Schedule 5.09 have been designated as Unrestricted Subsidiaries.

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

Designation of Subsidiaries. The board of directors (or equivalent governing body) of the Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Subsidiary (or in connection with any contemplated Investment, a Person that upon such Investment and but for designation as an Unrestricted Subsidiary would be a Restricted Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default exists shall have occurred and be continuing (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) no subsidiary may the Borrower shall be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness in pro forma compliance with an aggregate outstanding principal amount in excess of the Threshold Amount and Article VI hereof, (ciii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries, and (iv) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any item of material Intellectual Property unless such Intellectual Property is no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and the Restricted Subsidiaries, as determined in the exercise of the Borrower’s or the applicable Restricted Subsidiary’s reasonable business judgment. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.067.6). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, of Investments of such Subsidiary, Indebtedness of such Subsidiary, and Liens on the assets of such Subsidiary existing at such time; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of designation such re-designation, less (b) the portion of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at of the date net assets of such designation of Restricted Subsidiary attributable to the Borrower’s or its Restricted Subsidiary’s Investment in equity therein at the time of such Subsidiaryre-designation.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignatere-designate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after giving effect to such designation (or re-designation), no Event of Default exists (including after giving effect to the reclassification of Investments any Investment in, Indebtedness of and Liens and/or Lien on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (b) immediately after giving effect to such designation (or re-designation), the Borrower is in compliance with Section 6.10(a) and Section 6.10(b) on a Pro Forma Basis as of the last day of the most recently ended Test Period, (c) no subsidiary Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “such Restricted Subsidiary” for purposes Subsidiary owns any Material Intellectual Property as of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess date of the Threshold Amount such designation and (cd) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary). The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such subsidiary, as applicable; provided that, upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower (or its applicable Restricted Subsidiary) shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s (or its applicable Restricted Subsidiary’s) “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity therein at the time of such re-designation as applicable and (ii) a return on any Investment estimated by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiarygood faith.

Designation of Subsidiaries. The Administrative Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after giving effect to such designation, no Event of Default exists (including after giving effect to the reclassification of Investments any Investment in, any Indebtedness of and Liens and/or any Lien on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (b) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” or “Loan Party” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount Senior Unsecured Notes Indenture and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in the Administrative Borrower or in any Restricted Subsidiary of the Administrative Borrower (unless such Restricted Subsidiary is contemporaneously designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property of the Administrative Borrower or any Restricted SubsidiarySubsidiary (unless the Administrative Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or grant such Liens in favor of such Unrestricted Subsidiary pursuant to Section 6.01 and 6.02). The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Administrative Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Administrative Borrower in good faith (and such designation shall only be permitted to the extent such Investment is otherwise permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Administrative Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (i) the Administrative Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, minus (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Administrative Borrower’s equity therein at the date time of such designation re-designation. As of the Borrower’s or its Restricted Subsidiary’s Investment in such SubsidiaryClosing Date, the subsidiaries listed on Schedule 5.10 hereto have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (a1) immediately before and after such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary)be continuing, (b2) an Investment in such amount would be permitted at such time, (3) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for purposes the purpose of any Permitted First Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, Incremental Equivalent Debt, Permitted Ratio Debt, Indebtedness under the Second Lien Credit Agreement (including any Second Lien Incremental Term Loans Loans), Second Lien Incremental Equivalent Debt, Second Lien Credit Agreement Refinancing Indebtedness or Permitted Refinancing of any other third party Indebtedness with an aggregate outstanding principal amount of the foregoing (in case of any unsecured Indebtedness, in excess of the Threshold Amount Amount) and (c4) as of the date of the designation thereof, no Restricted Subsidiary may be designated an Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted if it was previously designated an Unrestricted Subsidiary. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value as determined in good faith by the Borrower of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return Return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary; provided that in no event shall any such Return on any Investment by the Borrower in an Unrestricted Subsidiary be duplicative of any Return that increases the Cumulative Credit pursuant to the definition thereof.

Designation of Subsidiaries. The Borrower Holdings may at any time after the Closing Date designate (or redesignatere-designate) any subsidiary Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default exists (including after giving effect except to the reclassification of Investments in, Indebtedness of and Liens on the assets ofextent such designation (or re-designation) is made utilizing Section 6.6(x), the applicable Restricted Subsidiary or Unrestricted Subsidiary)Payment Conditions have been satisfied, (bii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or Secured Notes Documents, (iii) immediately after giving effect to any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereofsuch designation, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of Holdings, and (iv) in the Borrower event that a Loan Party is designated as an Unrestricted Subsidiary (or hold any Indebtedness of re-designated from a Restricted Subsidiary to an Unrestricted Subsidiary) then Borrowers shall have, prior to such designation or any Lien on any property re-designation (as the case may be), delivered to Agent an updated Borrowing Base Certificate that reflects the removal of the Borrower or any Restricted Subsidiaryapplicable assets from the Borrowing Base. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Holdings therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) Holdings’ equity interest therein (whether direct or indirect) as reasonably determined estimated by the Borrower in good faith Holdings (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.066.6). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, granting as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a return on any Restricted Subsidiary, Holdings shall be deemed to continue to have an Investment by in the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence resulting Restricted Subsidiary in an amount (if positive) equal to (a) Holdings’ “Investment” in such subsidiary as calculated at the time re-designated as a Restricted Subsidiary, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Holdings’ equity therein (whether direct or indirect) as reasonably estimated by the Borrowers at the date time of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiaryre-designation.

Designation of Subsidiaries. The board of directors of the Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Restricted Subsidiary Total Leverage Ratio for the Test Period immediately preceding such designation for which financial statements have been, or Unrestricted Subsidiarywere required to have been, delivered pursuant to Section 7.1 is less than or equal to 6.00 to 1.00 (calculated on a Pro Forma Basis) (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such test), (biii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary or any of its Subsidiaries owns any Equity Interests of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it is would be a “Restricted Subsidiary” for purposes the purpose of the First Lien Term Facility, the Second Lien Term Loans Facility, or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own Junior Financing or any Capital Stock in any Restricted Subsidiary of the Borrower or hold any other Indebtedness of or any Lien on any property of the Borrower or any Restricted SubsidiaryLoan Party. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (and such designation shall only be permitted to the extent such as applicable) Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Borrower in good faith at the date of such designation of the Borrower’s or its Restricted 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. The Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after giving effect to such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount Credit Agreement and (ciii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property of the Borrower or any its Restricted SubsidiarySubsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or grant such Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6 01 and 6 02). The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary subsidiary (and, for the avoidance of doubt, its subsidiaries) attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, as applicable and (ii) a return on any Investment by the Borrower shall be deemed to continue to have an Investment 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 re-designation, less (b) the portion of the fair market value at of the date net assets of such designation of Restricted Subsidiary attributable to the Borrower’s or its Restricted Subsidiary’s Investment in equity therein at the time of such Subsidiaryre-designation.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignatere-designate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation (or re-designation), no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary)be continuing, (bii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for purposes the purpose of the Second Lien any Incremental Term Loans Commitments or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount Refinancing Indebtedness, and (ciii) as of the date of Investment resulting from the designation thereof, no of such Subsidiary as an Unrestricted Subsidiary shall own any Capital Stock as described in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted Subsidiaryimmediately succeeding sentence is permitted by Section 7.02. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith of the Borrower’s or a Subsidiary’s (and such designation shall only be permitted to the extent such as applicable) Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by 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 the Borrower’s or its Restricted a Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The board of directors (or equivalent governing body) of the Top Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount Credit Agreement and (ciii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Top Borrower or hold any Indebtedness of or any Lien on any property of the Top Borrower or any its Restricted SubsidiarySubsidiaries. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Top Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Top Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Top Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a return on any Restricted Subsidiary, the Top Borrower shall be deemed to continue to have an Investment by in the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Top Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Top Borrower’s equity therein at the date time of such designation re-designation. As of the Borrower’s or its Restricted Subsidiary’s Investment in such SubsidiaryClosing Date, the subsidiaries listed on Schedule 5.10 hereto have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. (a) The Borrower may at any time after the Closing Effective Date designate (or redesignate) any subsidiary Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the Borrower shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant assuming that the Financial Performance Covenant is applicable Restricted Subsidiary or Unrestricted Subsidiary(it being understood that as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the calculations demonstrating such compliance), (biii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if (i) it is a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans Senior Subordinated Notes or any other third party Indebtedness with of Holdings or the Borrower or (ii) the Borrower or any Restricted Subsidiary provides any Guarantee or credit support of any kind, including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness (other than the pledge of Equity Interests of Unrestricted Subsidiaries) of any Indebtedness of such Unrestricted Subsidiary or is directly or indirectly liable on such Indebtedness, as a guarantor or otherwise or any Indebtedness of such Unrestricted Subsidiary contains a default that would permit, upon notice, lapse of time or both, any holder of any Indebtedness of Borrower or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity, (iv) no Restricted Subsidiary may be designated an aggregate outstanding principal amount in excess of the Threshold Amount Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (cv) 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 5.15(a) prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary), together with the designation thereofamount of all Investments outstanding pursuant to the proviso to Section 6.04(vi) and Section 6.04(xvi), no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary as of the Borrower or hold any Indebtedness of or any Lien on any property Designation Date shall not exceed 15.0% of the Borrower or any Restricted SubsidiaryTotal Assets as of the Designation Date on a pro forma basis for such designation. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market net book value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary (or redesignateother than Playa Operator, BD Real Resorts and Playa Management USA) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (a1) immediately before and after such designation, (i) no Default or Event of Default exists shall have occurred and be continuing, (including after giving effect to ii) [reserved], (iii) no Unrestricted Subsidiary shall own any Equity Interests in Holdings, the reclassification of Investments inBorrower or its Restricted Subsidiaries, and (iv) no Unrestricted Subsidiary shall hold any Indebtedness of and Liens on the assets of, or any Lien on any property of Holdings, the applicable Borrower or its Restricted Subsidiary or Unrestricted Subsidiary), Subsidiaries and (b2) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans Existing Senior Secured Facility, any Junior Financing, Permitted First Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, or Permitted Refinancing of any other third party Indebtedness with an aggregate outstanding principal amount of the foregoing in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted SubsidiaryAmount. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value as determined in good faith by the Borrower of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable)) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return Return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary; provided, that in no event shall any such Return on any Investment by the Borrower in an Unrestricted Subsidiary be duplicative of any Return that increases the Available Additional Basket pursuant to the definition thereof.

Designation of Subsidiaries. The Borrower board of directors of the Parent may at any time after designate any Restricted Subsidiary (other than the Closing Date designate (or redesignateBorrower) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary)be continuing, (b) no subsidiary Restricted Subsidiary may be designated an Unrestricted Subsidiary if it previously had been designated as an Unrestricted Subsidiary, (c) any such designation shall be deemed to be an Investment requiring compliance with Section 8.3 (Investments) (or reduction in an outstanding Investment, in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary), on the date of such designation in an amount equal to the sum of (i) the Parent’s direct or indirect equity ownership percentage of the net worth of such designated Restricted Subsidiary immediately prior to such designation (such net worth to be calculated without regard to any guarantee provided by such designated Restricted Subsidiary of the Parent’s, Borrower’s or another Restricted Subsidiary’s Indebtedness) and (ii) without duplication, the aggregate principal amount of any Indebtedness owed by such designated Restricted Subsidiary to the Parent, Borrower or any other Restricted Subsidiary immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (i) above, on a Consolidated basis in accordance with GAAP, and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes the purpose of any other Indebtedness of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted Subsidiary. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)Parent. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Subsidiary existing at the date of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiarytime.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary (or redesignateother than Playa Operator, BD Real Resorts and Playa Management USA) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (a1) immediately before and after such designation, (i) no Default or Event of Default exists shall have occurred and be continuing, (including after giving effect to ii) [reserved], (iii) no Unrestricted Subsidiary shall own any Equity Interests in Holdings, the reclassification of Investments inBorrower or its Restricted Subsidiaries, and (iii) no Unrestricted Subsidiary shall hold any Indebtedness of and Liens on the assets of, or any Lien on any property of Holdings, the applicable Borrower or its Restricted Subsidiary or Unrestricted Subsidiary), Subsidiaries and (b2) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans Senior Notes, any Junior Financing, Permitted First Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, or Permitted Refinancing of any other third party Indebtedness with an aggregate outstanding principal amount of the foregoing in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted SubsidiaryAmount. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value as determined in good faith by the Borrower of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable)) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return Return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary; provided, that in no event shall any such Return on any Investment by the Borrower in an Unrestricted Subsidiary be duplicative of any Return that increases the Available Additional Basket pursuant to the definition thereof.

Designation of Subsidiaries. The Borrower board of directors of Holdings may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default exists shall have occurred and be continuing, (including after giving effect to ii) the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Borrower may not be designated as an Unrestricted Subsidiary), (biii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans or any other third party Indebtedness with Loan Documents, (iv) no Restricted Subsidiary may be designated as an aggregate outstanding principal amount in excess of the Threshold Amount and Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (cv) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock Equity Interests in any Restricted Subsidiary of the Borrower or (vi) no Unrestricted Subsidiary shall hold any Indebtedness of of, or any Lien on any property of of, the Borrower or any Restricted Subsidiary, (vii) no Unrestricted Subsidiary shall be a party to any transaction or arrangement with the Borrower and its Restricted Subsidiaries that would not be permitted by Section 7.08, and (viii) none of Holdings or any of its Restricted Subsidiaries shall have any obligation to subscribe for additional Equity Interests of any Unrestricted Subsidiary or to preserve or maintain the financial condition of any Unrestricted Subsidiary. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or Holdings and its applicable Restricted Subsidiary) Subsidiaries therein at the date of designation in an amount equal to the portion of the fair market net book value of the net assets of Holdings’ or such Restricted Subsidiary attributable to the BorrowerSubsidiary’s (or its applicable Restricted Subsidiary’sas applicable) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary existing at such time. The Borrower shall cause each of the Restricted Subsidiary, as applicable Subsidiaries and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiarysatisfy customary corporate and other formalities.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary)be continuing, (bii) [reserved], (iii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for purposes the purpose of the Second Lien ABL Facility, the Secured Term Loans Loan Facility, the 2020 Notes (or any other third party Indebtedness with an aggregate outstanding principal amount in excess Permitted Refinancing of any 2020 Notes), the Threshold Amount 2021 Notes (or any Permitted Refinancing of any 2020 Notes), any Permitted Ratio Debt or any Junior Financing and (civ) as of the date of the designation thereof, no Restricted Subsidiary may be designated an Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted if it was previously designated an Unrestricted Subsidiary. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value as determined in good faith by the Borrower of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignatere-designate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after giving effect to such designation (or re-designation), no Event of Default exists (including after giving effect to the reclassification of Investments any Investment in, Indebtedness of and Liens and/or Lien on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (b) immediately after giving effect to such designation (or re-designation), the Borrower is in compliance with Section 6.10(a), Section 6.10(b) and Section 6.10(c) on a Pro Forma Basis as of the last day of the most recently ended Test Period, (c) no subsidiary Restricted Subsidiary may be designated (or re-designated) as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes if, as of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess date of the Threshold Amount designation, thereof such Restricted Subsidiary owns or is the exclusive licensee of or, immediately after giving effect to such designation (or re-designation), will own or be the exclusive licensee of, any Material Intellectual Property and (cd) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary). The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such subsidiary, as applicable; provided that, upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower (or its applicable Restricted Subsidiary) shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s (or its applicable Restricted Subsidiary’s) “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity therein at the time of such re-designation as applicable and (ii) a return on any Investment estimated by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiarygood faith.

Designation of Subsidiaries. The By action of its board of directors, the Borrower may at any time after the Closing Date designate (any Restricted Subsidiary or redesignate) any subsidiary newly created or acquired Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation on a pro forma basis, no Default or Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Borrower shall be in compliance, on a pro forma basis, with the financial covenants set forth in Section 7.1, (iii) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer certifying as to the satisfaction of the conditions in clauses (i) and (ii) above and setting forth in reasonable detail the calculations necessary to determine compliance with the condition in clause (ii) above, (iv) no Restricted Subsidiary or Unrestricted Subsidiary), (b) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with was previously designated as an aggregate outstanding principal amount in excess of the Threshold Amount Unrestricted Subsidiary and (cv) as no Subsidiary of the date of the designation thereof, no an Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any may be a Restricted Subsidiary. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ia) the making, incurrence or granting, as applicable, at the time of such designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (iib) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower or Parent may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (a1) immediately before and after such designation, (i) no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary)be continuing, (b2) an Investment in such amount would be permitted at such time and (3) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for purposes the purpose of any Permitted Second Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, Incremental Equivalent Debt, Permitted Ratio Debt or Permitted Refinancing of any of the Second Lien Term Loans or foregoing (in the case of any other third party Indebtedness with an aggregate outstanding principal amount unsecured Indebtedness, in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted SubsidiaryAmount). The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Parent, as applicable, therein at the date of designation in an amount equal to the portion of the fair market value as determined in good faith by the Borrower or Parent of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or Parent’s or its applicable Restricted respective Subsidiary’s’s (as applicable) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return Return on any Investment by the Borrower or Parent in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower or Parent at the date of such designation of the Borrower’s or Parent’s or its Restricted respective Subsidiary’s (as applicable) Investment in such Subsidiary; provided that in no event shall any such Return on any Investment by the Borrower or Parent in an Unrestricted Subsidiary be duplicative of any Return that increases the Cumulative Credit pursuant to the definition thereof.

Designation of Subsidiaries. The board of directors (or equivalent governing body) of the Lead Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary (other than the Canadian Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation or redesignation, no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) in the case of designating a Restricted Subsidiary to be an Unrestricted Subsidiary or redesignating an Unrestricted Subsidiary to be a Restricted Subsidiary, the applicable Investment is permitted under one or more clauses in Section 6.06 (as selected by the Lead Borrower in its sole discretion), (iii) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with Credit Agreement unless also being designated as an aggregate outstanding principal amount in excess of the Threshold Amount Unrestricted Subsidiary thereunder, and (civ) as of the date of the designation or redesignation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Lead Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property of the Lead Borrower or any its Restricted SubsidiarySubsidiaries (unless the Lead Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02). The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Lead Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value Fair Market Value of the net assets of such Restricted Subsidiary attributable to the Lead Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Lead Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or grantingmaking, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) applicable; provided that upon a return on redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Lead Borrower shall be deemed to continue to have an Investment by in the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence resulting Restricted Subsidiary in an amount (if positive) equal to (a) the fair market value Lead Borrower’s “Investment” in such Restricted Subsidiary at the date time of such designation redesignation, less (b) the portion of the Fair Market Value of the net assets of such Restricted Subsidiary attributable to the Lead Borrower’s or its Restricted Subsidiary’s Investment in equity therein at the time of such Subsidiaryredesignation. As of the Closing Date, the subsidiaries listed on Schedule 5.10 have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default exists shall have occurred and be continuing, (including b) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Borrower and its Restricted Subsidiary or Unrestricted Subsidiary)Subsidiaries shall be in compliance, on a Pro Forma Basis, with the Financial Covenants as of the end of the most recently ended Test Period, (bc) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if after giving effect to such designation, it is would be a “Restricted Subsidiary” for purposes of the Second Lien Term Loans under any Junior Indebtedness, any Indebtedness incurred pursuant to Sections 5.3(t) or (x), or any other third party material Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and a Credit Party, (cd) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock or Stock Equivalents in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any of its Restricted SubsidiarySubsidiaries, (e) in no event shall any Unrestricted Subsidiary own any intellectual property that is material to the business of the Borrower and any of its Restricted Subsidiaries, taken as a whole, and (f) as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to Agent a certificate signed by a Responsible Officer setting forth in reasonable detail the calculations demonstrating compliance with the foregoing. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the relevant Restricted Subsidiary (or its applicable Restricted Subsidiaryas applicable) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the BorrowerPerson’s (or its applicable Restricted Subsidiary’sas applicable) equity interest Investment therein as reasonably determined by and the Borrower in good faith (and Investment resulting from such designation shall only must otherwise be permitted to the extent such Investment is in compliance with and permitted under Section 6.06)5.2. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary existing at such time; provided that upon a re-designation of such Unrestricted Subsidiary as a Restricted Subsidiary, as applicable and (ii) a return on any Investment by the Borrower shall be deemed to have an Investment 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 re-designation. Notwithstanding the Borrower’s or its foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary’s Investment in such Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may at any time and from time to time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (ai) immediately before and after such designation, no Event of Default exists shall have occurred and be continuing, (including after giving effect 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 reclassification sum of Investments in(x) the fair market value of the Subsidiary designated immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such Subsidiary under the Subsidiaries Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary to the Borrower or any of its Restricted Subsidiaries immediately prior to such designation, Indebtedness of and Liens all calculated, except as set forth in the parenthetical to clause (x) above, on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiarya consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (biii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes the purpose of (I) the Second Lien Term Loans ABL Credit Agreement, (II) the Senior Notes Indenture or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other third party Indebtedness debt instrument, in each case of this clause (III), with an aggregate outstanding a principal amount in excess of the Threshold Amount Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, 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 (cvi) as of in the date case of the designation thereofof any Subsidiary as an Unrestricted Subsidiary, no Unrestricted each of (i) the Subsidiary shall own 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 Capital Stock in Indebtedness pursuant to which the lender has recourse to any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property assets of the Borrower or any Restricted Subsidiary. The designation of any subsidiary as Subsidiary (other than Equity Interests in an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiary.

Designation of Subsidiaries. The board of directors (or equivalent governing body) of the Borrower may at any time after the Closing Third Amendment Effective Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation or redesignation, no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) in the case of designating a Restricted Subsidiary to be an Unrestricted Subsidiary or redesignating an Unrestricted Subsidiary to be a Restricted Subsidiary, the applicable Investment is permitted under one or more clauses in Section 6.06 (as selected by the Borrower in its sole discretion), (iii) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with ABL Credit Agreement unless also being designated as an aggregate outstanding principal amount in excess of the Threshold Amount Unrestricted Subsidiary thereunder, and (civ) as of the date of the designation or redesignation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property of the Borrower or any its Restricted SubsidiarySubsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02). The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value Fair Market Value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or grantingmaking, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) applicable; provided that upon a return on redesignation of any Investment by Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in Unrestricted Subsidiaries pursuant to the preceding sentence resulting Restricted Subsidiary in an amount (if positive) equal to the fair market value at the date of such designation of (a) the Borrower’s or its Restricted Subsidiary’s Investment “Investment” in such SubsidiaryRestricted 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 time of such redesignation. As of the Third Amendment Effective Date, the subsidiaries listed on Schedule 5.10 have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Restricted Subsidiary or Unrestricted Subsidiary), Borrower would be in pro forma compliance with a Total Leverage Ratio of 3.75:1.00 and (biii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes the purpose of the Restricted Indebtedness, any Permitted First Priority Refinancing Debt, any Permitted Second Lien Term Loans Priority Refinancing Debt or any other third party Indebtedness with an aggregate outstanding principal amount in excess Permitted Refinancing of any of the Threshold Amount foregoing and (civ) as of the date of the designation thereof, no Restricted Subsidiary may be designated an Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted if it was previously designated an Unrestricted Subsidiary. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its the applicable Restricted Subsidiary) Subsidiary therein and Disposition by the Borrower or the applicable Restricted Subsidiary thereof at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by 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 the Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event Default shall have occurred and be continuing, (ii) other than for purposes of Default exists (including designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Restricted Subsidiary Total Leverage Ratio for the Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 6.01 is less than or Unrestricted Subsidiary)equal to 6.0 to 1.0 (calculated on a 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 reasonable detail the calculations demonstrating satisfaction of such test) and (biii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans ABL Facilities, the Senior Notes, or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own Junior Financing or any Capital Stock in any Restricted Subsidiary of the Borrower or hold any other Indebtedness of or any Lien on any property of the Borrower or any Restricted SubsidiaryLoan Party. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (and such designation shall only be permitted to the extent such as applicable) Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Borrower in good faith at the date of such designation of the Borrower’s or its Restricted 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. The board of directors of the Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Restricted Subsidiary 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 Unrestricted Subsidiary)equal to 6.0 to 1.0 (calculated on a 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 reasonable detail the calculations demonstrating satisfaction of such test) and (biii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans Facility, the Senior Notes, or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own Junior Financing or any Capital Stock in any Restricted Subsidiary of the Borrower or hold any other Indebtedness of or any Lien on any property of the Borrower or any Restricted SubsidiaryLoan Party. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (and such designation shall only be permitted to the extent such as applicable) Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Borrower in good faith at the date of such designation of the Borrower’s or its Restricted 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. The Borrower may at any time after the Closing Date designate (or redesignatere-designate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (b) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (cii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any Restricted subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The 6.06).The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, as applicable and (ii) a return on any Investment by the Borrower shall be deemed to continue to have an Investment 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 re-designation, less (b) the portion of the fair market value at of the date net assets of such designation of Restricted Subsidiary attributable to the Borrower’s or its Restricted Subsidiary’s Investment in equity therein at the time of such Subsidiaryre-designation.

Designation of Subsidiaries. The Borrower may at any time after the Closing Effective Date designate (or redesignate) any subsidiary Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default exists (including after giving effect pursuant to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted SubsidiarySections 7.01(a), (b), (h) or (i) shall have occurred and be continuing and (ii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if (A) it is a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans or any other third party Material Indebtedness with an aggregate outstanding principal amount in excess of Holdings or the Threshold Amount and Borrower, (cB) as it is the legal owner of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower Material Intellectual Property or hold (C) it owns any Indebtedness of or Equity Interests (or holds any Lien on any property property) of the Borrower or any Restricted Subsidiary. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower board of directors of Holdings may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default exists shall have occurred and be continuing, (including after giving effect ii) the Secured Leverage Ratio is less than or equal to 4.50:1.00 (and, as a condition precedent to the reclassification effectiveness of Investments inany such designation, Indebtedness Holdings shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the pro forma calculations demonstrating satisfaction of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiarysuch test), (biii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Indebtedness, (iv) any Subsidiary to be designated as an Unrestricted Subsidiary 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, Holdings or any of its Restricted Subsidiaries and (v) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of such Subsidiary holds any Governmental Authorizations, Intellectual Property or the Second Lien Term Loans rights to develop, produce and distribute any Product or owns any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted SubsidiaryProduct. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Holdings therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable (less the amount of the Indebtedness of such Subsidiary on the date of such designation) that is allocated to the Borrower’s (or its applicable Restricted ownership interest of the relevant Group Member in such Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicableincurrence, at the time of designation designation, of any then-existing Investment, Indebtedness or Lien of Liens in such Restricted Subsidiary (equal to the amounts then owed by such Subsidiary, as applicable ) and (ii) a return on any Investment by the Borrower Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at of the assets of such Subsidiary (less the amount of the Indebtedness of such Subsidiary on the date of such designation re-designation) that is allocated to the ownership interest of the Borrower’s or its Restricted Subsidiary’s Investment relevant Group Member in such Subsidiary. An Unrestricted Subsidiary that has subsequently been designated as a Restricted Subsidiary may not be redesignated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The board of directors (or equivalent governing body or any committee thereof) of the Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation (including after the reclassification of the investments, indebtedness and Liens pursuant to the last sentence of this Section 5.10), no Default or Event of Default exists shall have occurred and be continuing and (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes the purpose of the Second First Lien Term Loans Credit Agreement (or any other third party Indebtedness with equivalent provision under any documentation governing any First Lien Facility unless it is contemporaneously designated as an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no “Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted Subsidiary” thereunder). The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, making at the time of designation of any then-existing InvestmentInvestments, Indebtedness or Lien Liens of such Restricted Subsidiary existing at such time; provided that upon a re-designation of such Unrestricted Subsidiary as a Subsidiary, as applicable and (ii) a return on any Investment by the Borrower shall be deemed to have an Investment in Unrestricted Subsidiaries pursuant to the preceding sentence a Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Subsidiary at the time of such re-designation, less (b) the portion of the fair market value at of the date net assets of such designation of Subsidiary attributable to the Borrower’s or its Restricted Subsidiary’s Investment in equity therein at the time of such Subsidiaryre-designation.

Designation of Subsidiaries. (a) The Borrower may at any time after the Closing Effective Date designate (or redesignate) any subsidiary Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the Borrower shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant assuming that the Financial Performance Covenant is applicable Restricted Subsidiary or Unrestricted Subsidiary(it being understood that as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the calculations demonstrating such compliance), (biii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if (i) it is a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans Senior Notes or any other third party Indebtedness with of Holdings or the Borrower or (ii) the Borrower or any Restricted Subsidiary provides any Guarantee or credit support of any kind, including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness (other than the pledge of Equity Interests of Unrestricted Subsidiaries) of any Indebtedness of such Unrestricted Subsidiary or is directly or indirectly liable on such Indebtedness, as a guarantor or otherwise or any Indebtedness of such Unrestricted Subsidiary contains a default that would permit, upon notice, lapse of time or both, any holder of any Indebtedness of Borrower or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity, (iv) no Restricted Subsidiary may be designated an aggregate outstanding principal amount in excess of the Threshold Amount Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (cv) 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 5.15(a) prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary), together with the designation thereofamount of all Investments outstanding pursuant to the proviso to Section 6.04(vi) and Section 6.04(xvi), no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary as of the Borrower or hold any Indebtedness of or any Lien on any property Designation Date shall not exceed 15.0% of the Borrower or any Restricted SubsidiaryTotal Assets as of the Designation Date on a pro forma basis for such designation. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market net book value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary.

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

Designation of Subsidiaries. The board of directors of the Lead Borrower may at any time after the Closing Date designate or re-designate (or redesignatex) any subsidiary Restricted Subsidiary of any Borrower as an Unrestricted Subsidiary (an “Unrestricted Subsidiary Designation”) or (y) any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary (a “Subsidiary Redesignation”); provided that (ai) immediately before and after such designation, no Default or Event of Default exists shall have occurred and be continuing, (including ii) after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Lead Borrower is in compliance with the Total Leverage Condition, (iii) no Borrower may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary or Unrestricted Subsidiary), (b) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and Amount, (cv) as of the last date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock Equity Interests in any Restricted Borrower or any Subsidiary of the Borrower Loan Party or hold any Indebtedness of of, or any Lien on any property of the any Borrower or any Restricted SubsidiarySubsidiary Loan Party, (vi) no Unrestricted Subsidiary may own or hold any material Intellectual Property or (vii) the holder of any Indebtedness of any Unrestricted Subsidiary shall not have any recourse to any Borrower or any Subsidiary Loan Party with respect to such Indebtedness (unless such Indebtedness is otherwise permitted under Section 6.01). The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Borrowers therein at the date of designation in an amount equal to the portion (proportionate to such Borrower’s equity interest in such subsidiary) of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiary.6.04

Designation of Subsidiaries. The board of directors (or equivalent governing body) of the Lead Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary (other than the Canadian Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation or redesignation, no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) in the case of designating a Restricted Subsidiary to be an Unrestricted Subsidiary or redesignating an Unrestricted Subsidiary to be a Restricted Subsidiary, the applicable Investment is permitted under one or more clauses in Section 6.06 (as selected by the Lead Borrower in its sole discretion), (iii) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the First Lien Credit Agreement or the Second Lien Term Loans or any other third party Indebtedness with Credit Agreement unless also being designated as an aggregate outstanding principal amount in excess of the Threshold Amount Unrestricted Subsidiary thereunder, and (civ) as of the date of the designation or redesignation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Lead Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property of the Lead Borrower or any its Restricted SubsidiarySubsidiaries (unless the Lead Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02). The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Lead Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value Fair Market Value of the net assets of such Restricted Subsidiary attributable to the Lead Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Lead Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or grantingmaking, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) applicable; provided that upon a return on redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Lead Borrower shall be deemed to continue to have an Investment by in the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence resulting Restricted Subsidiary in an amount (if positive) equal to (a) the fair market value Lead Borrower’s “Investment” in such Restricted Subsidiary at the date time of such designation redesignation, less (b) the portion of the Fair Market Value of the net assets of such Restricted Subsidiary attributable to the Lead Borrower’s or its Restricted Subsidiary’s Investment in equity therein at the time of such Subsidiaryredesignation. As of the Closing Date, the subsidiaries listed on Schedule 5.10 have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The Borrower may at any time as of or after the Closing Date designate any Restricted Subsidiary of (or redesignateacquired by) any subsidiary 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 SubsidiarySubsidiary by written notice to the Agent; provided that (ai) immediately before and after such designation, no Event of Default exists shall exist (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) no subsidiary may be designated 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 if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the , such designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted Subsidiary. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Unrestricted Subsidiary (or its applicable Restricted Subsidiary) therein at the date of designation in calculated as an amount equal to the portion sum of (x) the fair market value of the net assets Subsidiary designated immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such Restricted Subsidiary attributable to under the Borrower’s Guaranty) and (or its applicable Restricted Subsidiary’sy) equity interest therein as reasonably determined the aggregate principal amount of any Indebtedness owed by the Subsidiary to Borrower or any of its Subsidiaries immediately prior to such designation, all calculated, except as set forth in good faith the parenthetical to clause (x) above, on a consolidated basis in accordance with GAAP), and such designation shall only be permitted to the extent such Investment is permitted under Section 6.067.4, (iv) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Borrower shall comply with the provisions of Section 7.11 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary, (vi) each of (A) the Subsidiary to be so designated and (B) 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 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 making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’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. The Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after giving effect to such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (b) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with that is outstanding in an aggregate outstanding principal amount in excess of equal to or greater than the Threshold Amount and Amount, (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in the Borrower or in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted Subsidiary or hold any Material Intellectual Property and (d) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the ABL Credit Agreement. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (i) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, minus (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to portion of the fair market value at of the date net assets of such designation of Restricted Subsidiary attributable to the Borrower’s or its Restricted Subsidiary’s Investment in equity therein at the time of such Subsidiaryre-designation. As of the Closing Date, the Subsidiaries listed on Schedule 5.10 hereto have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The board of directors (or equivalent governing body) of the Top Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second First Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount Credit Agreement and (ciii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Top Borrower or hold any Indebtedness of or any Lien on any property of the Top Borrower or any its Restricted SubsidiarySubsidiaries. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Top Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Top Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Top Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a return on any Restricted Subsidiary, the Top Borrower shall be deemed to continue to have an Investment by in the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Top Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Top Borrower’s equity therein at the date time of such designation re-designation. As of the Borrower’s or its Restricted Subsidiary’s Investment in such SubsidiaryClosing Date, the subsidiaries listed on Schedule 5.10 hereto have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Restricted Subsidiary Leverage Ratio for the Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 7.1(a) or Unrestricted Subsidiary), (b) is less than or equal to 5.0:1.0 (calculated on a 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 reasonable detail the calculations demonstrating satisfaction of such test) and (iii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted SubsidiaryLoan Party. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein Fair Market Value as reasonably determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (and such designation shall only be permitted to the extent such as applicable) Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value as determined by the Borrower in good faith at the date of such designation of the Borrower’s or its Restricted 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. The board of directors (or equivalent governing body or any committee thereof) of each Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Subsidiary (other than Netsmart Technologies) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after giving effect to such designation, no Default or Event of Default exists shall have occurred and be continuing (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) no subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if (x) it is a “Restricted Subsidiary” for purposes the purpose of the Second First Lien Term Loans Credit Agreement (or any other third party Indebtedness with an equivalent provision under any documentation governing any First Lien Facility), (y) it is a “restricted subsidiary” for the purpose of any Incremental Equivalent Debt or any “Incremental Equivalent Debt” (as defined in the First Lien Credit Agreement (or any equivalent provision under any documentation governing any First Lien Facility)) or (z) the aggregate outstanding principal amount of all Indebtedness (other than Indebtedness referenced in the foregoing clauses (x) and (y)) as of any date for which any Unrestricted Subsidiary is designated as a “restricted subsidiary” as of such date is in in excess of the Threshold Amount and (c) as or any Refinancing Indebtedness in respect of any of the date of foregoing), in each case where the designation thereofdocumentation thereunder provides for the ability to designate restricted and unrestricted subsidiaries, (iii) no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower Borrowers or their respective Subsidiaries or hold any Indebtedness of of, or any Lien (other than customary liens in favor of landlords arising under real property Leases) on any property of the Borrower Borrowers or their respective Subsidiaries and (iv) immediately before and after giving effect to such designation, Consolidated Adjusted EBITDA attributable to all Unrestricted Subsidiaries shall not exceed 10.0% of total Consolidated Adjusted EBITDA of Holdings and its Subsidiaries and, for purposes of this Section 5.10, Consolidated Adjusted EBITDA shall include the Consolidated Adjusted EBITDA of any Restricted Unrestricted Subsidiary. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Borrowers therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) Borrowers’ equity interest therein as reasonably determined estimated by the Borrower in good faith Borrowers (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, making at the time of designation of any then-existing InvestmentInvestments, Indebtedness or Lien Liens of such Restricted Subsidiary existing at such time; provided that upon a re-designation of such Unrestricted Subsidiary as a Subsidiary, as applicable and (ii) the Borrowers shall be deemed to continue to have an Investment in a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence Subsidiary in an amount (if positive) equal to (a) the Borrowers’ “Investment” in such 91 Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Subsidiary attributable to the Borrowers’ equity therein at the date time of such designation re-designation. For the avoidance of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiarydoubt, Unrestricted Subsidiaries shall not be subject to Section 2.12(b), Article 3, Article 5, Article 6 and Article 7 so long as they are designated as such.

Designation of Subsidiaries. The board of directors (or equivalent governing body) of the Parent Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation or redesignation, no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) in the case of designating a Restricted Subsidiary to be an Unrestricted Subsidiary or redesignating an Unrestricted Subsidiary to be a Restricted Subsidiary, the applicable Investment is permitted under one or more clauses in Section 6.06 (as selected by the Parent Borrower in its sole discretion), (iii) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with ABL Credit Agreement unless also being designated as an aggregate outstanding principal amount in excess of the Threshold Amount Unrestricted Subsidiary thereunder, and (civ) as of the date of the designation or redesignation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Parent Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property of the Parent Borrower or any its Restricted Subsidiary. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Subsidiaries (unless the Parent Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be is permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiary.incur

Designation of Subsidiaries. (a) The board of directors of the Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default exists shall have occurred and be continuing, (including after giving effect to ii) the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Borrower may not be designated as an Unrestricted Subsidiary), (biii) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans or any other third party Indebtedness with Senior Secured Asset-Based Revolving Credit Facility, (iv) no Subsidiary may be designated as an aggregate outstanding principal amount in excess of the Threshold Amount and Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (cv) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or its Subsidiaries, (vi) no Unrestricted Subsidiary shall hold any Indebtedness of of, or any Lien on any property of of, the Borrower or its Subsidiaries, (vii) the holder of any Restricted SubsidiaryIndebtedness of any Unrestricted Subsidiary shall not have any recourse to the Borrower or its Subsidiaries with respect to such Indebtedness except as permitted pursuant to this Agreement, (viii) no Unrestricted Subsidiary shall be a party to any transaction or arrangement with the Borrower or its Subsidiaries that would not be permitted by Section 6.11, and (ix) none of Holdings or any of its Subsidiaries shall have any obligation to subscribe for additional Capital Stock of any Unrestricted Subsidiary or to preserve or maintain the financial condition of any Unrestricted Subsidiary if such obligation would result in a Default. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market net book value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest investment therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.066.07). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Subsidiary existing at the date of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiarytime.

Designation of Subsidiaries. The board of directors of the Lead Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default exists shall have occurred and be continuing, (including ii) after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Restricted Subsidiary or Unrestricted Subsidiary)Payment Conditions shall have been satisfied, (biii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Borrower or if such Subsidiary owns any property of the type (e.g., Inventory and Accounts) included in the Tranche A Borrowing Base[ or], the FILO Borrowing Base or, if applicable, the ABL Term Borrowing Base, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes the purpose of the Second Lien Senior Notes, the Term Loans Loan Facility or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount Junior Financing, as applicable, and (cv) no Restricted Subsidiary may be designated as of the date of the designation thereof, no an Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted if it was previously designated an Unrestricted Subsidiary. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Lead Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market net book value of the net assets of such Restricted Subsidiary attributable to the Lead Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Subsidiary existing at the date of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiarytime.

Designation of Subsidiaries. The Lead Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary of the Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary of the Lead Borrower (“Unrestricted Subsidiary”); provided that that, (ai) immediately before and after such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary)be continuing, (bii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” 137 for purposes the purpose of the Second Lien any Junior Financing, Credit Agreement Refinancing Indebtedness, Other Term Loans or Other Notes (and, in each case, any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount Permitted Refinancing thereof) and (ciii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted SubsidiaryMaterial Intellectual Property. The designation of any subsidiary Subsidiary of the Lead Borrower as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Loan Parties therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein Fair Market Value as reasonably determined by the Borrower in good faith by the Lead Borrower of such Loan Party’s or its Subsidiary’s (and such designation shall only be permitted to the extent such as applicable) Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return Return on any Investment by the Borrower Loan Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value as determined in good faith by the Lead Borrower at the date of such designation of the Borrowersuch Loan Party’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. (a) The Lead Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary of the Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (ai) immediately before and after such designation, no Event of Default exists shall have occurred and be continuing, (including after giving effect 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 reclassification sum of Investments in(x) the fair market value of the Subsidiary designated immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such Subsidiary under the Subsidiaries Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Lead Borrower or any of its Subsidiaries immediately prior to such designation, Indebtedness of and Liens all calculated, except as set forth in the parenthetical to clause (x) above, on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiarya consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (biii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes the purpose of (I) the First Lien Credit Agreement, or (II) the Second Lien Term Loans Credit Agreement or (III) any Refinancing Notes Indenture, any Permitted First Lien Notes Documents, any Permitted Junior Notes Document or other third party Indebtedness debt instrument, in each case of this clause (IIIII), with an aggregate outstanding a principal amount in excess of the Threshold Amount and Amount, (civ) as of the date of immediately after giving effect to the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted Subsidiary. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary, 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, (vi) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Lead Borrower or any of its Restricted Subsidiaries or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary, and (vii) the Lead Borrower shall constitute 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) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and through (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiary.vi),

Designation of Subsidiaries. The Borrower may at any time after the Closing Second Amendment Effective Date (a) designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary and (b) designate any existing or newly acquired or formed Restricted Subsidiary of Borrower as an Unrestricted Subsidiary, unless such Restricted Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any lien on any property of, any Loan Party or any other Restricted Subsidiary; provided that that, (ai) immediately before and after giving effect to any such designation, no Event of Default exists shall have occurred and be continuing, (including after giving effect to ii) Borrower shall be in compliance with the reclassification financial covenants set forth in Sections 6.13 and 6.14 (and a certificate of Investments in, Indebtedness a Senior Officer of and Liens on Borrower setting forth the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiaryrelated calculations), and (biii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if if, after giving effect to such designation, it is would be a “Restricted Subsidiary”, “guarantor” or “borrower” (or similar designation) for purposes the purpose of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any of its Restricted SubsidiarySubsidiaries. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary after the Second Amendment Effective Date shall constitute an Investment by the Borrower (applicable Loan Party or its applicable Restricted Subsidiary) Subsidiary therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith by a Senior Officer of Borrower) of such Loan Party’s or such Restricted Subsidiary’s (and such designation shall only be permitted to the extent such as applicable) Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by the Borrower applicable Loan Party or Restricted Subsidiary in such Unrestricted Subsidiaries pursuant to the preceding sentence Subsidiary in an amount equal to the fair market value (as reasonably determined in good faith by a Senior Officer of Borrower) at the date of such designation of the Borrowersuch Loan Party’s or its such Restricted Subsidiary’s (as applicable) Investment in such Subsidiary. Any designation by Borrower pursuant to this Section 5.11 shall be evidenced to Agent by promptly delivering to Agent a certificate of a Responsible Official of Borrower giving effect to such designation and a certifying that such designation complies with the provisions of this Section 5.11. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary until at least two full Fiscal Quarters have passed since the date such Unrestricted Subsidiary was re-designated as a Restricted Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default exists shall have occurred and be continuing, (including after giving effect to ii) in the reclassification of Investments in, Indebtedness of and Liens on case where the assets ofBorrower is designating an Unrestricted Subsidiary as a Restricted Subsidiary, the applicable Restricted Subsidiary or Unrestricted Subsidiary), Borrower shall be able to incur $1.00 of Indebtedness under the Fixed Charge Coverage Ratio under Section 7.03 and (biii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans ABL Facility or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted SubsidiarySubordinated Indebtedness. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion Fair Market Value as determined in good faith by the Borrower of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value as determined in good faith by the Borrower at the date of such designation of the Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The board of directors (or equivalent governing body or any committee thereof) of each Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Subsidiary (other than Netsmart Technologies) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after giving effect to such designation, no Default or Event of Default exists shall have occurred and be continuing (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) no subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if (x) it is a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans Loan Agreement (or any other third party Indebtedness with an equivalent provision under any documentation governing any Second Lien Facility), (y) it is a “restricted subsidiary” for the purpose of any Incremental Equivalent Debt or any “Incremental Equivalent Debt” (as defined in the Second Lien Term Loan Agreement (or any equivalent provision under any documentation governing any Second Lien Facility)) or (z) the aggregate outstanding principal amount of all Indebtedness (other than Indebtedness referenced in the foregoing clauses (x) and (y)) as of any date for which any Unrestricted Subsidiary is designated as a “restricted subsidiary” as of such date is in in excess of the Threshold Amount and (c) as or any Refinancing Indebtedness in respect of any of the date of foregoing), in each case where the designation thereofdocumentation thereunder provides for the ability to designate restricted and unrestricted subsidiaries, (iii) no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower Borrowers or their respective Subsidiaries or hold any Indebtedness of of, or any Lien (other than customary liens in favor of landlords arising under real property Leases) on any property of the Borrower Borrowers or their respective Subsidiaries and (iv) immediately before and after giving effect to such designation, Consolidated Adjusted EBITDA attributable to all Unrestricted Subsidiaries shall not exceed 10.0% of total Consolidated Adjusted EBITDA of Holdings and its Subsidiaries and, for purposes of this Section 5.10, Consolidated Adjusted EBITDA shall include the Consolidated Adjusted EBITDA of any Restricted Unrestricted Subsidiary. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute 114 an Investment by the Borrower (or its applicable Restricted Subsidiary) Borrowers therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) Borrowers’ equity interest therein as reasonably determined estimated by the Borrower in good faith Borrowers (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, making at the time of designation of any then-existing InvestmentInvestments, Indebtedness or Lien Liens of such Restricted Subsidiary existing at such time; provided that upon a re-designation of such Unrestricted Subsidiary as a Subsidiary, as applicable and (ii) the Borrowers shall be deemed to continue to have an Investment in a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence Subsidiary in an amount (if positive) equal to (a) the Borrowers’ “Investment” in such Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Subsidiary attributable to the Borrowers’ equity therein at the date time of such designation re-designation. For the avoidance of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiarydoubt, Unrestricted Subsidiaries shall not be subject to Section 2.12(b), Article 3, Article 5, Article 6 and Article 7 so long as they are designated as such.

Designation of Subsidiaries. The Parent Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (b) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes 125 ​ ​ [[NYCORP:3666673v10:4312W:08/14/2017--04:53 PM]][[5628396]] of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the any Borrower or hold any Indebtedness of or any Lien on any property of the any Borrower or any Restricted Subsidiary. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Parent Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined 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). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Parent Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiary.

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

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (a1) immediately before and after such designation, (i) no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary)be continuing, (b2) an Investment in such amount would be permitted at such time and (3) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for purposes the purpose of any Permitted First Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, Incremental Equivalent Debt, Permitted Ratio Debt or Permitted Refinancing of any of the Second Lien Term Loans or foregoing (in the case of any other third party Indebtedness with an aggregate outstanding principal amount unsecured Indebtedness, in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted SubsidiaryAmount). The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined in good faith by the Borrower in good faith or its Subsidiary’s (and such designation shall only be permitted to the extent such as applicable) Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return Return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrower’s or its Restricted respective Subsidiary’s (as applicable) Investment in such Subsidiary; provided that in no event shall any such Return on any Investment by the Borrower in an Unrestricted Subsidiary be duplicative of any Return that increases the Cumulative Credit pursuant to the definition thereof.

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

Designation of Subsidiaries. The Borrower may at designate any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary)be continuing, (bii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if the Borrower or any remaining Restricted Subsidiary is directly or indirectly responsible (including by virtue of a Guarantee) for any Indebtedness of or has any obligation to provide credit support or to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve any specified levels of operating results, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryrestricted subsidiary” for the purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount Borrower and (civ) if a Restricted Subsidiary that was a Subsidiary of the Borrower as of the Closing Date is being designated as an Unrestricted Subsidiary hereunder, the fair market value of the equity in such Subsidiary as of such date of designation measured as of the date of the such Subsidiary’s designation thereofas an Unrestricted Subsidiary, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted Subsidiarynot exceed $2,500,000. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrower (or and its applicable Restricted Subsidiary) Subsidiaries, as applicable, therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of equity in such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)6.03. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (iX) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien and/or Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (iiY) a return on any Investment by the Borrower 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 the Borrower’s or and its Restricted Subsidiary’s Subsidiaries’ (as applicable) Investment in such Subsidiary. All such designations must be evidenced by a certificate of a Financial Officer delivered to the Administrative Agent certifying compliance with the foregoing provisions of this Section 5.14.

Designation of Subsidiaries. The Borrower may at any time and from time to time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (ai) immediately before and after such designation, no Event of Default exists shall have occurred and be continuing, (including after giving effect 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 reclassification sum of Investments in, Indebtedness (x) the fair market value of Capital Stock of the designated Subsidiary and Liens on the assets of, the applicable any of its Subsidiaries that are owned by 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) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to 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 GAAP), and such Investment shall be permitted under Section 7.02, (iii) 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), (biv) no subsidiary Unrestricted Subsidiary may be designated hold intellectual property or a fee interest or leasehold interest in any real property, in each case, that is material to the operations of Borrower and its Restricted Subsidiaries, and (v) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (x) the Subsidiary if it is a “Restricted Subsidiary” for purposes to be so designated and (y) 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 Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property assets of the Borrower or any Restricted Subsidiary. The designation of any subsidiary as Subsidiary (other than Equity Interests in an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiary.

Designation of Subsidiaries. The Parent Borrower may at any time after the Closing Date designate (or redesignatere-designate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bi) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and Credit Agreement, (cii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of 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 any its Restricted Subsidiaries (unless the Parent Borrower or such Restricted Subsidiary is permitted hereunder to incur such Indebtedness or grant such Lien in favor of such Unrestricted Subsidiary), (iii) no Restricted Subsidiary shall be designated as an Unrestricted Subsidiary if such subsidiary owns Material Intellectual Property at the time of such designation and (iv) no Additional Borrower may be designated as an Unrestricted Subsidiary to the extent it remains an Additional Borrower. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the BorrowerParent Bxxxxxxx’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Parent Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section ‎Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or grantingmaking, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) applicable; provided that upon a return on re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Parent Borrower shall be deemed to continue to have an Investment by in the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Parent Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Parent Borrower’s equity therein at the date time of such designation re-designation. As of the Borrower’s or its Restricted Subsidiary’s Investment in such SubsidiaryClosing Date, the subsidiaries listed on Schedule 5.10 hereto have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after giving effect to such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount Credit Agreement and (ciii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property of the Borrower or any its Restricted SubsidiarySubsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or grant such Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02). The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, as applicable and (ii) a return on any Investment by the Borrower shall be deemed to continue to have an Investment 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 re-designation, less (b) the portion of the fair market value at of the date net assets of such designation of Restricted Subsidiary attributable to the Borrower’s or its Restricted Subsidiary’s Investment in equity therein at the time of such Subsidiaryre-designation.

Designation of Subsidiaries. The (a) . Lead Borrower may at any time and from time to time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (ai) immediately before and after such designation, no Event of Default exists shall have occurred and be continuing, (including after giving effect 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 reclassification sum of Investments in(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, Indebtedness immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of and Liens on the assets of, the applicable Restricted such designated Subsidiary or Unrestricted Subsidiaryany 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, (biii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for purposes the purpose of (I) the ABL Credit Agreement, (II) the Second Lien Term Loans Credit Agreement or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other third party Indebtedness debt instrument, in each case of this clause (III), with an aggregate outstanding a principal amount in excess of the Threshold Amount 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 (c) as 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 thereofof any Subsidiary as an Unrestricted Subsidiary, no Unrestricted each of (i) the Subsidiary shall own 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 Capital Stock in Indebtedness pursuant to which the lender has recourse to any Restricted Subsidiary of the Borrower or hold any Indebtedness assets of or any Lien on any property of the Lead Borrower or any Restricted Subsidiary. The designation of any subsidiary as Subsidiary (other than Equity Interests in an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary and its Subsidiaries existing at such time and (ii) 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 or its Restricted Subsidiary’s Investment in such Subsidiary.

Designation of Subsidiaries. The (a) Subject to Section 6.13(b) below, the Administrative Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (b) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted Subsidiary. The designation of any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Loan Party therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the BorrowerLoan Party’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary existing at such time. (b) The Administrative Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, as applicable in each case unless: (i) no Event of Default pursuant to Section 8.01(a), (f) or (g) (in the case of Section 8.01(f) or (g), with respect to any Borrower or any Parent) shall have occurred or be continuing; 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 property of, any Parent, the Borrower in Borrowers or any Restricted Subsidiary (unless such Restricted Subsidiary is also designated an Unrestricted Subsidiaries pursuant Subsidiary), (B) neither the Borrowers nor any Parent 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 preceding sentence in an amount equal 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), (C) after giving effect to such designation, the fair market value at Total Outstandings would not exceed the date of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiary.Line Cap and (D) 127

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Restricted Subsidiary or Unrestricted Subsidiary)Payment Condition shall be satisfied, (biii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans Loan Credit Agreement, the Senior Notes, Existing Notes or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount Junior Financing and (civ) as of the date of the designation thereof, no Restricted Subsidiary may be designated an Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted if it was previously designated an Unrestricted Subsidiary. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value as determined in good faith by the Borrower of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The board of directors (or equivalent governing body) of the Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) the Borrower shall be in compliance with Section 6.15 (whether or not then in effect) calculated on a Pro Forma Basis after giving effect to such designation (and determined on the basis of the financial statements for the most recently ended Test Period at or prior to such time which have been delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable), (iii) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount Senior Notes and (civ) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any its Restricted SubsidiarySubsidiaries. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or grantingmaking, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) applicable; provided that upon a return on re-designation of any Investment by Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment 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 re-designation, less (b) the portion of the fair market value at of the date net assets of such designation of Restricted Subsidiary attributable to the Borrower’s or its Restricted Subsidiary’s Investment in equity therein at the time of such Subsidiaryre-designation. As of the Closing Date, the subsidiaries listed on Schedule 5.10 have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The Borrower may In the case of the Borrower, at any time after the Closing Date and from time to time in its sole discretion, designate (or redesignate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default exists shall have occurred and be continuing, (including b) immediately after giving effect to such designation, the reclassification Borrower shall be in compliance, on a pro forma basis, with the covenant set forth in Section 6.11 (and, as a condition precedent to the effectiveness of Investments inany such designation, Indebtedness the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Subsidiary that owns any Equity Interests of and Liens on any Restricted Subsidiary, shall be an Unrestricted Subsidiary, (d) (i) the assets of, designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or Unrestricted Subsidiary)similar Investment, the fair market value thereof) of such Investments of the Borrower or such Restricted Subsidiary and (ii) no such designation shall be effective if the Investment constituted by such designation shall not then be permitted by Section 6.04, (be) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans Senior Notes, any other Permitted Senior Indebtedness or any other third party Permitted Subordinated Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted Subsidiary. The designation of any subsidiary unless it is concurrently designated as an Unrestricted Subsidiary shall constitute an Investment by for the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets purpose of such other Indebtedness) and (f) there shall be no Unrestricted Subsidiary (other than Titan II, Ascension and HII Risk Management) on the Second Restatement Effective Date. If any Person becomes a Restricted Subsidiary attributable to on any date after the Borrower’s Second Restatement Effective Date (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined including by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation redesignation of any an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) Subsidiary), the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted SubsidiaryPerson outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 6.01, as applicable and (ii) a return on any Investment by but will not be considered the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date sale or issuance of such designation Equity Interests for purposes of the Borrower’s or its Restricted Subsidiary’s Investment in such SubsidiarySection 6.05.

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

Designation of Subsidiaries. The Borrower may at any time as of or after the Closing Date designate any Restricted Subsidiary of (or redesignateacquired by) any subsidiary 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 SubsidiarySubsidiary by written notice to the Agent; provided that (ai) immediately before and after such designation, no Event of Default exists shall exist (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) no subsidiary may be designated 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 if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the , such designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted Subsidiary. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Unrestricted Subsidiary (or its applicable Restricted Subsidiary) therein at the date of designation in calculated as an amount equal to the portion sum of (x) the fair market value of the net assets Subsidiary designated immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such Restricted Subsidiary attributable to under the Borrower’s Guaranty) and (or its applicable Restricted Subsidiary’sy) equity interest therein as reasonably determined the aggregate principal amount of any Indebtedness owed by the Subsidiary to Borrower or any of its Subsidiaries immediately prior to such designation, all calculated, except as set forth in good faith the parenthetical to clause (x) above, on a consolidated basis in accordance with GAAP), and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The 7.4, (iv) immediately after giving effect to the designation of any an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) a return on any Investment by Borrower shall comply with the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date provisions of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiary.82

Designation of Subsidiaries. The Lead Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) no subsidiary Borrower may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and , (ciii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the any Borrower or hold any Indebtedness of or any Lien on any property of the any Borrower or their Restricted Subsidiaries and (iv) no subsidiary may be designated as an Unrestricted Subsidiary hereunder if it is a Restricted Subsidiary that Guarantees any Restricted SubsidiaryIncremental Facilities, Incremental Equivalent Debt, Indebtedness permitted under Section 6.01(w), any senior Indebtedness or Junior Lien Indebtedness. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Borrowers therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the applicable Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the applicable Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or grantingmaking, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable; provided that upon a re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the applicable and (ii) a return on any Borrower shall be deemed to continue to have an Investment by in the 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 re-designation, less (b) the portion of the fair market value at of the date net assets of such designation of Restricted Subsidiary attributable to the Borrower’s or its Restricted Subsidiary’s Investment in equity therein at the time of such Subsidiaryre-designation. As of the Closing Date, the subsidiaries listed on Schedule 5.10 have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (b) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted Subsidiary. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiary.. 138

Designation of Subsidiaries. The Borrower New Holdings may at any time and from time to time after the Closing Effective Date designate (or redesignate) any subsidiary Restricted Subsidiary of New Holdings as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (ai) immediately before and after such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary)be continuing, (bii) no subsidiary may be designated in the case of the designation of any Subsidiary as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the , such designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted Subsidiary. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Unrestricted Subsidiary (or its applicable Restricted Subsidiary) therein at the date of designation in calculated as an amount equal to the portion sum of (x) the fair market value of the net assets Subsidiary designated immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such Restricted Subsidiary attributable to under the Borrower’s Guaranty and Collateral Agreement) and (or its applicable Restricted Subsidiary’sy) equity interest therein as reasonably determined the aggregate principal amount of any Indebtedness owed by the Borrower Subsidiary to New Holdings or any of its Subsidiaries immediately prior to such designation, all calculated, except as set forth in good faith the parenthetical to clause (x) above, on a consolidated basis in accordance with GAAP), and such designation Investment shall only be permitted to the extent such Investment is permitted under Section 6.068.7, (iii) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, New Holdings shall comply with the provisions of Section 7.10 with respect to such designated Restricted Subsidiary, (iv) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary, (v) the Borrower Agent may not be designated an Unrestricted Subsidiary, (vi) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (A) the Subsidiary to be so designated and (B) 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 New Holdings or any Restricted Subsidiary (other than equity interests in an Unrestricted Subsidiary), (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, all of the Accounts of such Subsidiary shall be excluded or immediately removed from the Borrowing Base, and (viii) in the case of the designation of any Subsidiary as a Restricted Subsidiary, all of the Accounts of such Subsidiary shall be excluded from the Borrowing Base until such time as the Administrative Agent has completed a customary due diligence investigation as to such Accounts and such Person, which investigation may, at the sole discretion of the Administrative Agent, include a field examination, and the Administrative Agent is reasonably satisfied with the results thereof). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by the Borrower New Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted SubsidiaryNew Holding’s Investment in such Subsidiary. Such designation shall be permitted only if an Investment in such amount would be permitted at such time, whether as a Restricted Payment and/or a permitted Investment, and if such Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.”

Designation of Subsidiaries. The board of directors (or equivalent governing body or any committee thereof) of the Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation (including after the reclassification of the investments, indebtedness and Liens pursuant to the last sentence of this Section 5.10), no Default or Event of Default exists shall have occurred and be continuing and (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans Credit Agreement (or any other third party Indebtedness with equivalent provision under any documentation governing any Second Lien Facility unless it is contemporaneously designated as an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no “Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted Subsidiary” thereunder). The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, making at the time of designation of any then-existing InvestmentInvestments, Indebtedness or Lien Liens of such Restricted 115 Subsidiary existing at such time; provided that upon a re-designation of such Unrestricted Subsidiary as a Subsidiary, as applicable and (ii) a return on any Investment by the Borrower shall be deemed to have an Investment in Unrestricted Subsidiaries pursuant to the preceding sentence a Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Subsidiary at the time of such re-designation, less (b) the portion of the fair market value at of the date net assets of such designation of Subsidiary attributable to the Borrower’s or its Restricted Subsidiary’s Investment in equity therein at the time of such Subsidiaryre-designation.

Designation of Subsidiaries. The board of directors of the Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event Default shall have occurred and be continuing, (ii) other than for purposes of Default exists (including designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Restricted Subsidiary Net Leverage Ratio for the Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 6.01 is less than or Unrestricted Subsidiary)equal to 4.25 to 1.0 (calculated on a 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 reasonable detail the calculations demonstrating satisfaction of such test) and (biii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans ABL Facilities or any Junior Financing or any other third party Indebtedness with an aggregate outstanding for borrowed money of any Loan Party in a principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted SubsidiaryAmount. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (and such designation shall only be permitted to the extent such as applicable) Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Borrower in good faith at the date of such designation of the Borrower’s or its Restricted 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. Neither the Borrower nor any Restricted Subsidiary shall permit transfer any Material Intellectual Property to any Unrestricted Subsidiary or be permitted to designate any Restricted Subsidiary that owns any such Material Intellectual Property as an Unrestricted Subsidiary.

Designation of Subsidiaries. The board of directors (or equivalent governing body) of the Lead Borrower may at any time after the Closing Second Amendment Effective Date designate (or redesignate) any subsidiary (other than any Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation or redesignation, no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) in the case of designating a Restricted Subsidiary to be an Unrestricted Subsidiary or redesignating an Unrestricted Subsidiary to be a Restricted Subsidiary, the applicable Investment is permitted under one or more clauses in Section 6.06 (as selected by the Lead Borrower in its sole discretion), (iii) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second First Lien Term Loans or any other third party Indebtedness with Credit Agreement unless also being designated as an aggregate outstanding principal amount in excess of the Threshold Amount Unrestricted Subsidiary thereunder, and (civ) as of the date of the designation or redesignation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Lead Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property of the Lead Borrower or any its Restricted SubsidiarySubsidiaries (unless the Lead Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02). The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Lead Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value Fair Market Value of the net assets of such Restricted Subsidiary attributable to the Lead Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Lead Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or grantingmaking, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) applicable; provided that upon a return on redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Lead Borrower shall be deemed to continue to have an Investment by in the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence resulting Restricted Subsidiary in an amount (if positive) equal to (a) the fair market value Lead Borrower’s “Investment” in such Restricted Subsidiary at the date time of such designation redesignation, less (b) the portion of the Fair Market Value of the net assets of such Restricted Subsidiary attributable to the Lead Borrower’s or its Restricted Subsidiary’s Investment in equity therein at the time of such Subsidiary.redesignation. As of the Second Amendment Effective Date, the subsidiaries listed on Schedule 5.10 have been designated as Unrestricted Subsidiaries. #94513555v35

Designation of Subsidiaries. The Borrower may may, at any time after the Closing Date Date, designate (or redesignate) any subsidiary Restricted Subsidiary of the Borrower as an any Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by providing written notice thereof to the Administrative Agent; provided that (a) immediately before prior to and after giving effect to such designation, no Default or Event of Default exists shall have occurred and be continuing; and (including after giving effect to b) in the reclassification case of Investments inany designation of a Restricted Subsidiary as an Unrestricted Subsidiary, (i) any Subsidiary so designated does not, directly, indirectly or beneficially own any Capital Stock or Indebtedness of and Liens of, or own or hold any Lien on the any property or assets of, the applicable Borrower or any of its Restricted Subsidiaries, (ii) neither the Borrower nor any of its Restricted Subsidiaries shall at any time be directly or indirectly liable for any Indebtedness that permits the holder thereof to (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any indebtedness, lien or other obligations of any Unrestricted Subsidiary or (including the right to take enforcement action against such Unrestricted Subsidiary), (biii) no subsidiary may any such designation shall constitute an Investment on the date of such designation in an Unrestricted Subsidiary in an amount equal to the sum of (x) the fair market value of the equity interest in the Subsidiary to be designated as an Unrestricted Subsidiary if it is a “held by any Credit Party or Restricted Subsidiary” for purposes of Subsidiary (without duplication) and (y) the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount of any Indebtedness owed by such Subsidiary to any Credit Party or Restricted Subsidiary immediately prior to such designation, and (iv) such Subsidiary shall have been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under (I) the Senior Unsecured Notes Indenture and all Permitted Refinancings in excess of respect thereof and (II) the Threshold Amount Senior Subordinated Notes Indenture and all Permitted Refinancings in respect thereof, (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any that has been designated as a Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted Subsidiary. The designation of any subsidiary pursuant to this Section 9.19 may again be designated as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, by such Subsidiary at the time of designation of any then-existing InvestmentInvestments, Indebtedness or Lien Liens of such Restricted Subsidiary109 Subsidiary existing at such time, as applicable and (iid) a return on during the Permitted Tax Distribution Period, neither Knology nor any Investment by the Borrower in of its Subsidiaries may be designated as an Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiary.

Designation of Subsidiaries. The Any Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) the Borrowers shall be in compliance with Section 6.15 calculated on a Pro Forma Basis after giving effect to such designation (and determined as of the most recently ended Test Period at or prior to such time), (iii) no subsidiary may be Subsidiary previously designated as an Unrestricted Subsidiary if it is a “Restricted may be redesignated as an Unrestricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and , (civ) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the any Borrower or hold any Indebtedness of or any Lien on any property of the any Borrower or its Restricted Subsidiaries and (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 Restricted SubsidiaryIncremental 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 the foregoing, and any subsequent permitted refinancing (or successive permitted refinancing) thereof), in each case above the Threshold Amount. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Borrowers therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) Borrower Representative equity interest therein as reasonably determined estimated by the Borrower in good faith Representative (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or grantingmaking, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) applicable; provided that upon a return on designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrowers shall be deemed to continue to have an Investment by in the 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 re-designation, less (b) the portion of the fair market value at of the date net assets of such designation of Restricted Subsidiary attributable to the Borrower’s or its Restricted Subsidiary’s Investment in equity therein at the time of such Subsidiaryre-designation.

Designation of Subsidiaries. The Borrower may at any time after the Closing Restatement Effective Date designate (or redesignate) any subsidiary of its Subsidiaries as an Unrestricted Subsidiary or subsequently redesignate (up to one time) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and immediately after giving effect to such designation, (x) no Default or Event of Default exists or would result therefrom (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary)) and (y) the Borrower shall be in pro forma compliance with a Consolidated Total Net Leverage Ratio of not more than 3.75:1.00, (b) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (cii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock Ownership Interests in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property of the Borrower or any its Restricted SubsidiarySubsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or grant such Liens in favor of such Unrestricted Subsidiary pursuant to Sections 7.1 and 7.2), and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is the legal owner of Material Property. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.067.6). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, as applicable and (ii) a return on any Investment by the Borrower shall be deemed to continue to have an Investment 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 re-designation, less (b) the portion of the fair market value at of the date net assets of such designation of Restricted Subsidiary attributable to the Borrower’s or its Restricted Subsidiary’s Investment in equity therein at the time of such Subsidiaryre-designation.

Designation of Subsidiaries. The board of directors of the Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event Default shall have occurred and be continuing, (ii) other than for purposes of Default exists (including designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Restricted Subsidiary Net Leverage Ratio for the Test Period immediately preceding such designation for which financial statements have been delivered pursuant to Section 6.01 is less than or Unrestricted Subsidiary)equal to 4.90 to 1.0 (calculated on a 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 reasonable detail the calculations demonstrating satisfaction of such test) and (biii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans ABL Facilities, the Senior Notes or any Junior Financing or any other third party Indebtedness with an aggregate outstanding for borrowed money of any Loan Party in a principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted SubsidiaryAmount. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (and such designation shall only be permitted to the extent such as applicable) Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Borrower in good faith at the date of such designation of the Borrower’s or its Restricted 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. The Borrower may at any time as of or after the Closing Date designate any Restricted Subsidiary of (or redesignateacquired by) any subsidiary 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 SubsidiarySubsidiary by written notice to the Agent; provided that (ai) immediately before and after such designation, no Event of Default exists shall exist (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) no subsidiary may be designated 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 if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the , such designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted Subsidiary. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Unrestricted Subsidiary (or its applicable Restricted Subsidiary) therein at the date of designation in calculated as an amount equal to the portion sum of (x) the fair market value of the net assets Subsidiary designated immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such Restricted Subsidiary attributable to under the Borrower’s Guaranty) and (or its applicable Restricted Subsidiary’sy) equity interest therein as reasonably determined the aggregate principal amount of any Indebtedness owed by the Subsidiary to Borrower or any of its Subsidiaries immediately prior to such designation, all calculated, except as set forth in good faith the parenthetical to clause (x) above, on a consolidated basis in accordance with GAAP), and such designation shall only be permitted to the extent such Investment is permitted under Section 6.067.4, (iv) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Borrower shall comply with the provisions of Section 7.11 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary, (vi) each of (A) the Subsidiary to be so designated and (B) 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 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 making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’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. The Borrower may at any time after the Closing Date designate (or redesignatere-designate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bi) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second any Pari First Lien Term Loans Credit Agreement or any other third party Indebtedness with an aggregate outstanding principal amount in excess of Incremental Equivalent Debt under the Threshold Amount Pari First Lien Credit Agreement and (cii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary simultaneously with the aforementioned designation in accordance with the terms of this Section 5.10) or hold any Indebtedness of or any Lien on any property of the Borrower or any its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted hereunder to incur such Indebtedness or grant such Lien in favor of such Unrestricted Subsidiary). The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or grantingmaking, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) applicable; provided that upon a return on re- designation of any Investment by Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment 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 re-designation less (b) the portion of the fair market value at of the date net assets of such designation of Restricted Subsidiary attributable to the Borrower’s or its Restricted Subsidiary’s Investment in equity therein at the time of such Subsidiaryre-designation. As of the Closing Date, the subsidiaries listed on Schedule 5.10 hereto have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The Lead Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) no subsidiary Borrower may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and , (ciii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the any Borrower or hold any Indebtedness of or any Lien on any property of the any Borrower or their Restricted Subsidiaries, (iv) no subsidiary may be designated as an Unrestricted Subsidiary hereunder if it is a Restricted Subsidiary that Guarantees any Restricted SubsidiaryIncremental Facilities, Incremental Equivalent Debt, Indebtedness permitted under Section 6.01(w), any senior Indebtedness or Junior Lien Indebtedness and (v) no subsidiary may be designated as an Unrestricted Subsidiary if it owns material intellectual property at the time of designation. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Borrowers therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the applicable Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the applicable Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or grantingmaking, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable; provided that upon a re­designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the applicable and (ii) a return on any Borrower shall be deemed to continue to have an Investment by in the 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 at of the date net assets of such designation of Restricted Subsidiary attributable to the Borrower’s or its Restricted Subsidiary’s Investment in equity therein at the time of such Subsidiaryre­designation. As of the Closing Date, the subsidiaries listed on Schedule 5.10 have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The board of directors of the Borrower may at designate any time after Subsidiary of the Closing Date designate (or redesignate) any subsidiary Borrower as an “Unrestricted Subsidiary Subsidiary” hereunder (a “Designation”) only if: (1) no Default or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Event of Default exists (including shall have occurred and be continuing at the time of or after giving effect to such Designation; (2) the reclassification Borrower would be permitted to make, at the time of Investments insuch Designation, an Investment pursuant to Section 6.4 in an amount (the “Designation Amount”) equal to the fair market value of the Borrower’s proportionate ownership interest in such Subsidiary on such date; (3) neither the Borrower nor any of its other Subsidiaries (other than Unrestricted Subsidiaries) (x) provides any direct or indirect credit support for any Indebtedness of and Liens on such Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) or (y) is directly or indirectly liable for any Indebtedness of such Subsidiary other than, in each case, such Investments as are permitted pursuant to Section 6.4; (4) such Subsidiary is a Person with respect to which neither the assets of, the applicable Borrower nor any Restricted Subsidiary has any direct or Unrestricted Subsidiary), indirect obligation (bx) no subsidiary may be designated as an Unrestricted to subscribe for additional Equity Interests or (y) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results; and (5) such Subsidiary if it is a “has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any Restricted Subsidiary” , except for purposes of any guarantee given solely to support the Second Lien Term Loans pledge by the Borrower or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness Equity Interest of or any Lien on any property of such Unrestricted Subsidiary, which guarantee is not recourse to the Borrower or any Restricted Subsidiary, and except in the case of clauses (4) and (5) of this Section 6.17, to the extent: (i) that the Borrower or such Restricted Subsidiary could otherwise provide such a Subsidiary Guaranty or incur such Indebtedness under this Agreement; and (ii) the satisfaction of such obligation, the provision of such Subsidiary Guaranty and the incurrence of such Indebtedness otherwise would be permitted under this Agreement. The If, at any time after the Designation, any Unrestricted Subsidiary fails to meet the requirements set forth in the preceding paragraph it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the date and, if the Indebtedness is not permitted to be incurred under this Agreement or the Lien is not permitted under Section 6.7, the Borrower shall be in Default hereunder. Upon designation of any subsidiary a Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of compliance with this Section 6.17, such Restricted Subsidiary attributable shall, by execution and delivery of an Officer’s Certificate in form satisfactory to the Borrower’s (or its applicable Administrative Agent, be released from any Subsidiary Guaranty previously made by such Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Borrower may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if (1) no Default or Event of Default shall constitute (i) the making, incurrence or granting, as applicable, have occurred and be continuing at the time of designation of any then-existing Investmentand after giving effect to such Redesignation and (2) all Liens, Indebtedness or Lien and Investments of such Restricted SubsidiaryUnrestricted Subsidiary outstanding immediately following such Redesignation would, as applicable if incurred or made at such time, have been permitted to be incurred or made for all purposes of this Agreement. All Designations and (ii) a return on any Investment Redesignations must be evidenced by resolutions of the board of directors of the Borrower and an Officer’s Certificate delivered to the Administrative Agent certifying compliance with the foregoing provisions. Such resolutions and Officer’s Certificate shall be delivered to the Administrative Agent within 45 days after the end of the Fiscal Quarter of the Borrower in Unrestricted Subsidiaries pursuant to which such Designation or Redesignation is made (or, in the preceding sentence in an amount equal to case of a Designation or Redesignation made during the fair market value at the date of such designation last Fiscal Quarter of the Borrower’s or its Restricted Subsidiary’s Investment in Fiscal Year, within 90 days after the end of such SubsidiaryFiscal Year).

Designation of Subsidiaries. The Borrower may at any time after designate any Subsidiary of the Closing Date designate (or redesignate) any subsidiary Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) the Borrower may not be designated as an Unrestricted Subsidiary, (ii) immediately before and after such designation, no Default or Event of Default exists shall have occurred and be continuing (including after giving effect to the reclassification of Investments investments in, Indebtedness of and Liens on the assets ofon, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (biii) no subsidiary may the Loan Parties shall be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” in pro forma compliance with the Financial Covenant after giving effect to such designation (and determined with respect to the most recently ended Reference Period for purposes of which financial statements have been (or were required to be) delivered to the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and Administrative Agent), (civ) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock Equity Interests in any Holdings or its Restricted Subsidiary of the Borrower Subsidiaries or hold any Indebtedness of of, or any Lien on any property of Holdings or its Restricted Subsidiaries and (v) after giving effect to the designation of any Subsidiary as an Unrestricted Subsidiary, no Unrestricted Subsidiary shall own, or hold exclusive rights in, any intellectual property that is material to the business of Holdings and its Restricted Subsidiaries (taken as a whole) (provided that, for the avoidance of doubt, this shall not restrict the Borrower or any its Restricted SubsidiarySubsidiaries from licensing of intellectual property to the extent otherwise permitted under this Agreement). The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest Equity Interest therein as reasonably determined estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment investment is permitted under Section 6.066.04); provided that no Subsidiary may be designated as an Unrestricted Subsidiary hereunder if (x) it has any Indebtedness or (y) it is a “restricted subsidiary” (or equivalent term) in respect of any Indebtedness of the Borrower or any Restricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, making at the time of designation of any then-existing Investmentinvestments, Indebtedness or Lien Liens of such Restricted SubsidiarySubsidiary existing at such time. As of the Effective Date, as applicable and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation none of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiarysubsidiaries have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The Borrower may at any time after designate any Restricted Subsidiary of the Closing Date designate (or redesignate) any subsidiary Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) the Borrower may not be designated as an Unrestricted Subsidiary, (ii) immediately before and after such designation, no Default or Event of Default exists shall have occurred and be continuing (including after giving effect to the reclassification of Investments investments in, Indebtedness of and Liens on the assets ofon, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (biii) no subsidiary may the Loan Parties shall be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” in pro forma compliance with the Financial Covenant after giving effect to such designation (and determined with respect to the most recently ended Reference Period for purposes of which financial statements have been (or were required to be) delivered to the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and Administrative Agent), (civ) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock Equity Interests in any Holdings or its Restricted Subsidiary of the Borrower Subsidiaries or hold any Indebtedness of of, or any Lien on any property of Holdings or its Restricted Subsidiaries and (v) after giving effect to the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, no Unrestricted Subsidiary shall own, or hold exclusive rights in, any intellectual property that is material to the business of Holdings and its Restricted Subsidiaries (taken as a whole) (provided that, for the avoidance of doubt, this shall not restrict the Borrower or any its Restricted SubsidiarySubsidiaries from licensing of intellectual property to the extent otherwise permitted under this Agreement). The designation of any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest Equity Interest therein as reasonably determined estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment investment is permitted under Section 6.066.04); provided that no Restricted Subsidiary may be designated as an Unrestricted Subsidiary hereunder if (x) it (at the time of such designation) has any Indebtedness or (y) it is (after giving effect to such designation) a “restricted subsidiary” (or equivalent term) in respect of any Indebtedness of the Borrower or any Restricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, making at the time of designation of any then-existing Investmentinvestments, Indebtedness or Lien Liens of such Restricted SubsidiarySubsidiary existing at such time. As of the Effective Date, as applicable and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation none of the Borrower’s or its Restricted Subsidiary’s Investment in such subsidiaries has been designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after designate any Restricted Subsidiary of the Closing Date designate (or redesignate) any subsidiary Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Restricted Subsidiary or Unrestricted SubsidiaryBorrower shall be in compliance, on a Pro Forma Basis, with the covenant set forth in Section 7.10 as if then in effect (and regardless of whether the financial covenant set forth in Section 7.10 is required to be tested at such date), 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, (biii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans Facility or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount Junior Financing, as applicable and (civ) as of the date of the designation thereof, no Restricted Subsidiary may be designated an Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted if it was previously designated an Unrestricted Subsidiary. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary after the Signing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s’s (as applicable) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (iiy) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after designate, by written notice to the Closing Date designate (or redesignate) Administrative Agent, any subsidiary Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary)be continuing, (b) the Borrower and the Restricted Subsidiaries shall be in compliance on a pro forma basis with the Payment Conditions immediately before and after giving effect thereto, (c) the Borrower may not be designated as an Unrestricted Subsidiary, (d) no subsidiary Subsidiary may be designated as or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purposes of the Term Loan Agreement, the Second Lien Term Loans Notes Documents, any Permitted Incremental Equivalent Debt or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted SubsidiaryCredit Agreement Refinancing Indebtedness. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net Borrower’s or its Subsidiary’s (as applicable) investment therein. No Unrestricted Subsidiary shall at any time own any Capital Stock or Indebtedness of, or own or hold any Lien on, any property of the Borrower or any Restricted Subsidiary and no Unrestricted Subsidiary shall incur any Indebtedness pursuant to which any lender has recourse to any assets of such the Borrower or any Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted other than Capital Stock of such Unrestricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Subsidiary existing at such time. No Unrestricted Subsidiary, once designated as a Restricted Subsidiary, may thereafter be redesignated as applicable and (ii) a return on any Investment by the Borrower in an Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiary.

Designation of Subsidiaries. The Parent Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (b) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and and, (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the any Borrower or hold any Indebtedness of or any Lien on any property of the any Borrower or any Restricted Subsidiary. and (d) notwithstanding anything set forth in this Agreement to the contrary, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary will require that no such Restricted Subsidiary may own or be an exclusive licensee of any Material Intellectual Property at the time of such designation. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Parent Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined 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). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Parent Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiary.. 138

Designation of Subsidiaries. The Borrower Representative may at any time after the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that (a) immediately before and after giving effect to such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), ) and (b) no any subsidiary may be designated as of an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with shall be deemed to be an aggregate outstanding principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted Subsidiary. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Representative (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary subsidiary attributable to the BorrowerBorrower Representative’s (or its applicable Restricted Subsidiary’s) equity interest Capital Stock therein as reasonably determined estimated by the Borrower in good faith Representative (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such subsidiary, as applicable; provided, that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, as applicable and (ii) a return on any Investment by the Borrower Representative shall be deemed to continue to have an Investment in Unrestricted Subsidiaries pursuant to the preceding sentence resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower Representative’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower Representative’s equity therein at the date time of such designation re-designation. For the avoidance of doubt, the Borrower’s Borrower Representative may not be designated as (or its Restricted Subsidiary’s Investment in such become) an Unrestricted Subsidiary.

Designation of Subsidiaries. The Lead Borrower may may, at any time after the Closing Date (solely to the extent the PIK Period is no longer in effect), designate (or redesignate) any subsidiary Restricted Subsidiary of the Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary of the Lead Borrower (“Unrestricted Subsidiary”); provided that that, (ai) immediately before and after such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of shall have occurred and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary)be continuing, (bii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for purposes the purpose of the Second Lien any Junior Financing, Credit Agreement Refinancing Indebtedness, Other Term Loans or Other Notes (and, in each case, any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount Permitted Refinancing thereof) and (ciii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted SubsidiaryMaterial Intellectual Property. The designation of any subsidiary Subsidiary of the Lead Borrower as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) Loan Parties therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein Fair Market Value as reasonably determined by the Borrower in good faith by the Lead Borrower of such Loan Party’s or its Subsidiary’s (and such designation shall only be permitted to the extent such as applicable) Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return Return on any Investment by the Borrower Loan Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value as determined in good faith by the Lead Borrower at the date of such designation of the Borrowersuch Loan Party’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary. For the avoidance of doubt, no Subsidiary may be designated as an Unrestricted Subsidiary during the PIK Period.

Designation of Subsidiaries. The Borrower may may, at any time after the Closing Date Date, designate (or redesignate) any subsidiary Restricted Subsidiary of the Borrower as an any Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by providing written notice thereof to the Administrative Agent; provided that (a) immediately before prior to and after giving effect to such designation, no Default or Event of Default exists shall have occurred and be continuing; and (including after giving effect to b) in the reclassification case of Investments inany designation of a Restricted Subsidiary as an Unrestricted Subsidiary, (i) any Subsidiary so designated does not, directly, indirectly or beneficially own any Capital Stock or Indebtedness of and Liens of, or own or hold any Lien on the any property or assets of, the applicable Borrower or any of its Restricted Subsidiaries, (ii) neither the Borrower nor any of its Restricted Subsidiaries shall at any time be directly or indirectly liable for any Indebtedness that permits the holder thereof to (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any indebtedness, lien or other obligations of any Unrestricted Subsidiary or (including the right to take enforcement action against such Unrestricted Subsidiary), (biii) no subsidiary may any such designation shall constitute an Investment on the date of such designation in an Unrestricted Subsidiary in an amount equal to the sum of (x) the fair market value of the equity interest in the Subsidiary to be designated as an Unrestricted Subsidiary if it is a “held by any Credit Party or Restricted Subsidiary” for purposes of Subsidiary (without duplication) and (y) the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount of any Indebtedness owed by such Subsidiary to any Credit Party or Restricted Subsidiary immediately prior to such designation, and (iv) such Subsidiary shall have been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under (I) the Senior Unsecured Notes Indenture and all Permitted Refinancing Indebtedness in excess of respect thereof and (II) the Threshold Amount Senior Subordinated Notes Indenture and all Permitted Refinancing Indebtedness in respect thereof, (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any that has been designated as a Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted Subsidiary. The designation of any subsidiary pursuant to this Section 9.19 may again be designated as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, by such Subsidiary at the time of designation of any then-existing InvestmentInvestments, Indebtedness 104 or Lien Liens of such Restricted SubsidiarySubsidiary existing at such time, as applicable and (iid) a return on during the Permitted Tax Distribution Period, neither Knology nor any Investment by the Borrower in of its Subsidiaries may be designated as an Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately before and after such designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), Subsidiary)and (b) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and (cii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property of the Borrower or any its Restricted SubsidiarySubsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02). The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiaryapplicable.

Designation of Subsidiaries. The board of directors of the Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default exists shall have occurred and be continuing, (including ii) immediately after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets ofsuch designation, the applicable Restricted Subsidiary 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 Unrestricted Subsidiary)equal to 5.25 to 1.0 (calculated on a 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 reasonable detail the calculations demonstrating satisfaction of such test) and (biii) no subsidiary Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for purposes the purpose of the Second Lien Term Loans Facility or any Junior Financing or any other third party Indebtedness with an aggregate outstanding for borrowed money of any Loan Party in a principal amount in excess of the Threshold Amount and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or any Restricted Subsidiary$45,000,000. The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (and such designation shall only be permitted to the extent such as applicable) Investment is permitted under Section 6.06)therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien Liens of such Restricted Subsidiary, as applicable Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Borrower in good faith at the date of such designation of the Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary after the Second Restatement Date may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) the Borrower may not be designated as an Unrestricted Subsidiary, (ii) immediately before and after such designation, no Default or Event of Default exists shall have occurred and be continuing (including after giving effect to the reclassification of Investments investments in, Indebtedness of and Liens on the assets ofon, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (biii) no subsidiary may the Loan Parties shall be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” in pro forma compliance with the Financial Covenant after giving effect to such designation (and determined with respect to the most recently ended Reference Period for purposes of which financial statements have been (or were required to be) delivered to the Second Lien Term Loans or any other third party Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount and Administrative Agent), (civ) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock Equity Interests in any Holdings or its Restricted Subsidiary of the Borrower Subsidiaries or hold any Indebtedness of of, or any Lien on any property of Holdings or its Restricted Subsidiaries and (v) after giving effect to the designation of any Subsidiary as an Unrestricted Subsidiary, no Unrestricted Subsidiary shall own, or hold exclusive rights in, any intellectual property that is material to the business of Holdings and its Restricted Subsidiaries (taken as a whole) (provided that, for the avoidance of doubt, this shall not restrict the Borrower or any its Restricted SubsidiarySubsidiaries from licensing of intellectual property to the extent otherwise permitted under this Agreement). The designation of any subsidiary Subsidiary as an Unrestricted Subsidiary shall constitute an Investment investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest Equity Interest therein as reasonably determined estimated by the Borrower in good faith (and such designation shall only be permitted to the extent such Investment investment is permitted under Section 6.066.04); provided that no Subsidiary may be designated as an Unrestricted Subsidiary hereunder if (x) it has any Indebtedness or (y) it is a “restricted subsidiary” (or equivalent term) in respect of any Indebtedness of the Borrower or any Restricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, making at the time of designation of any then-existing Investmentinvestments, Indebtedness or Lien Liens of such Restricted SubsidiarySubsidiary existing at such time. As of the Effective Date, as applicable and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation none of the Borrower’s or its Restricted Subsidiary’s Investment in such Subsidiarysubsidiaries have been designated as Unrestricted Subsidiaries.