Common use of Designation of Subsidiaries Clause in Contracts

Designation of Subsidiaries. The Company may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05.

Designation of Subsidiaries. (a) The Company board of directors of the Borrower may at any time designate any Restricted Subsidiary (other than a Broadcast License Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (cii) no Borrower Subsidiary may be designated as an Unrestricted SubsidiarySubsidiary if it has Indebtedness with recourse to Parent or any of its Restricted Subsidiaries, (dii) no designation of a Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (eiv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “party to any agreement or contract with Parent or any of its Restricted Subsidiaries, unless the terms of such agreement are no less favorable to Parent or such Restricted Subsidiary” for , as applicable, than those that might be obtained from an unaffiliated third-party, (v) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Person with respect to which Parent or any of its Restricted Subsidiaries has any direct or indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition, (vi) no Subsidiary may be designated an Unrestricted Subsidiary if after giving effect to such designation, the purpose Consolidated Total Net Leverage Ratio as of such date would exceed the ratio set forth opposite the next succeeding fiscal quarter end in subsection 8.1 and (vii) no Unrestricted Subsidiary may engage in any transaction described in subsections 8.8 (with respect to the prepayment of any Permitted Subordinated Indebtedness. Senior Notes) or 8.15 if the Borrower is prohibited from engaging in such transaction. (b) The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein Borrower therein, at the date of designation in an amount equal to the net book fair market value (or, of the Borrower’s investment therein as determined in good faith by the case board of directors of the Borrower. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary shall, at the time of such designation, constitute the incurrence of any Indebtedness or Liens of such Subsidiary existing at such time. Upon a redesignation of any Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will Borrower shall be deemed to continue to have been incurred a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s Investment in such Subsidiary at the time of such redesignation less (b) the fair market value of the net assets of such Subsidiary at the time of such redesignation. Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by such Person on such date for purposes the board of Section 7.03, but will not be considered directors of the sale or issuance of Equity Interests for purposes of Section 7.05Borrower.

Designation of Subsidiaries. The Company Parent may at any time after the Closing Date designate (or re-designate) any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in as of the case date of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designationthereof, no Default Unrestricted Subsidiary shall have occurred and be continuing, (b) other than own any Capital Stock in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after (unless such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Restricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be is also designated as an Unrestricted Subsidiary if it simultaneously with the aforementioned designation in accordance with the terms of this Section 5.10) or hold any Indebtedness of or any Lien on any property of Parent or its Restricted Subsidiaries (unless Parent or such Restricted Subsidiary is a “Restricted permitted hereunder to incur such Indebtedness or grant such Lien in favor of such Unrestricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness). The designation of any Subsidiary (other than a Securitization Vehicle) subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Parent therein at the date of designation in an amount equal to the portion of the fair market value of the net book value assets of such Restricted Subsidiary attributable to Parent’s equity interest therein as estimated by Parent in good faith (orand such designation shall only be permitted to the extent such Investment is permitted under Section 6.06); provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the case Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes Unrestricted Subsidiary as a Restricted Subsidiary on shall constitute the incurrence or making, as applicable, at the time of designation of any date after the Restatement Effective Date (including by redesignation then-existing Investment, Indebtedness or Lien of an such Restricted Subsidiary, as applicable; provided that upon a re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will Parent shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) Parent’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 Parent’s equity therein at the time of such re-designation. As of the Closing Date, the subsidiaries listed on Schedule 5.10 hereto have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The Company Parent Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer specifying such designation and certifying that the conditions to such designation set forth in this Section 6.11 are satisfied; provided that that: (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing, ; (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designationdesignation (and clause (c) below), the Company and its Consolidated Subsidiaries Parent Borrower shall be in compliance, compliance on a Pro Forma Basis, Basis with the financial covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), 7.1; (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Excluded Unrestricted Subsidiary, shall be effective if, immediately Subsidiary in accordance with this Section 6.11; and (d) after giving effect to such designation, (i) the assets of all Unrestricted Subsidiaries in the aggregate are no more than 5.0% of Consolidated Total Assets of the Parent Borrower and its Restricted Subsidiaries for the Applicable Reference Period, calculated on a Pro Forma Basis and (ii) the Consolidated EBITDA of the all Unrestricted Subsidiaries would exceed 10(calculated as if the definition of Consolidated EBITDA applied to Unrestricted Subsidiaries, mutatis mutandis) equals, in the aggregate, no more than 5.0% of the Consolidated EBITDA of the Consolidated Companies Parent Borrower and its Restricted Subsidiaries for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated AssetsApplicable Reference Period, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes calculated on a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated IndebtednessPro Forma Basis. The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at Parent Borrower in such Subsidiary on the date of designation in an amount equal to the net book fair market value of the Parent Borrower’s Investment therein (or, as determined reasonably and in the case good faith by a Responsible Officer). The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary shall constitute the incurrence at the time of designation of any Investment, the Indebtedness or Liens of such Person outstanding on Subsidiary existing at such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05time.

Designation of Subsidiaries. The Subject to Section 9.9, the Company may at designate or redesignate any time Unrestricted Subsidiary of the Reporting Entity as a Restricted Subsidiary and may designate or redesignate any Restricted Subsidiary of the Reporting Entity as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that: (a) other the Company shall have given not less than in 10 days’ prior written notice to the case holders of the Notes that a Senior Financial Officer has made such determination; (b) at the time of such designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), redesignation and immediately before and after such designationgiving effect thereto, no Default shall have occurred and be continuing, or Event of Default would exist; (bc) other than in the case of the designation of a Excluded Restricted Subsidiary of the Reporting Entity as an Unrestricted Subsidiary, immediately Subsidiary and after giving effect to thereto, (i) such designationUnrestricted Subsidiary so designated shall not, directly or indirectly, own any capital stock of the Company Reporting Entity or any Restricted Subsidiary and its Consolidated Subsidiaries (ii) such designation shall be deemed a sale of assets and would be permitted by the provisions of Section 10.5; (d) in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, case of the designation of an Unrestricted Subsidiary of the Reporting Entity as a condition precedent to Restricted Subsidiary and after giving effect thereto: (i) all outstanding Debt of such Restricted Subsidiary so designated would be permitted within the effectiveness applicable limitations of Section 10.2 and (ii) all existing Liens of such Restricted Subsidiary so designated would be permitted within the applicable limitations of Section 10.3 (other than Section 10.3(h), notwithstanding that any such designation, Lien existed as of the Company shall deliver to Closing Date); (e) in the Administrative Agent case of the designation of a certificate setting forth in reasonable detail Restricted Subsidiary of the calculations demonstrating such compliance), (c) no Borrower may be designated Reporting Entity as an Unrestricted Subsidiary, (d) no designation of a such Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary not at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be the Closing Date have previously been designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness. The designation of any Subsidiary more than twice; and (other than a Securitization Vehiclef) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation designation of an Unrestricted Subsidiary of the Reporting Entity as a Restricted Subsidiary), such Unrestricted Subsidiary shall not at any time after the Indebtedness Closing Date have previously been designated as a Restricted Subsidiary more than twice. Notwithstanding the foregoing or anything herein to the contrary, each Subsidiary of such Person outstanding on such date will the Reporting Entity shall be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered a Restricted Subsidiary unless the sale or issuance of Equity Interests for purposes of Section 7.05Company has designated it as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Company Indemnitor may at any time designate any Indemnitor Group Restricted Subsidiary as an a Indemnitor Group Unrestricted Subsidiary or any Indemnitor Group Unrestricted Subsidiary as a Indemnitor Group Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Credit Default shall have occurred and be continuingcontinuing or would result from such designation, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in complianceTotal Leverage Ratio, determined on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, Basis as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% last day of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets fiscal quarter of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated AssetsHoldings, in each case determined without regard is less than 3.00 to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary1.00, and the Borrower shall have delivered to Indemnitee a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (eb) and (c) no Subsidiary may be designated as an a Indemnitor Group Unrestricted Subsidiary if it is (i) a “Restricted Subsidiaryrestricted subsidiary” or a “guarantor” (or any similar designation) for the purpose Senior Notes or any Material Indebtedness that is subordinated in right of payment to the Obligations, (ii) Indemnitor or any Permitted Subordinated Indebtednessother Subsidiary that holds, directly or indirectly, any Equity Interests in the Borrower or (iii) the Borrower. The designation of any Subsidiary (other than a Securitization Vehicle) as an Indemnitor Group Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies parent company of such Subsidiary therein under Section 3.04(u) at the date of designation in an amount equal to the net book fair market value (or, in the case of such parent company’s investment therein. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Indemnitor Group Unrestricted Subsidiary as a Indemnitor Group Restricted Subsidiary), Subsidiary shall constitute (i) the incurrence at the time of designation of any Indebtedness or Liens of such Person outstanding on such date will be deemed to have been incurred Subsidiary, and the making of an Investment by such Person Subsidiary in any Investments of such Subsidiary, in each case existing at such time, and (ii) a return on any Investment in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such date for purposes designation of Section 7.03, but will not be considered the sale Borrower’s or issuance of Equity Interests for purposes of Section 7.05its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Company Board of Directors of the Borrower may at any time designate (or redesignate) any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries Borrower shall be in compliance, on a Pro Forma Basis, compliance with the financial covenants set forth in Section 7.10 9.15 as in effect on the First Amendment Effective Date (and, whether or not then in effect) calculated on a Pro Forma Basis as a condition precedent of the last day of the four consecutive Fiscal Quarter period most recently ended for which the Borrower has delivered financial statements pursuant to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such complianceSection 8.1(a) or 8.1(b), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after prior to such designation, (iiii) each Subsidiary to be designated as “unrestricted” and each of its Subsidiaries has not at the Consolidated EBITDA time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender thereof has recourse to any of the Unrestricted Subsidiaries would exceed 10% assets of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended Borrower or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Restricted Subsidiary, and (eiv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary or if it is a “Restricted Subsidiary for purposes of any Subordinated or unsecured Indebtedness and (v) no Unrestricted Subsidiary shall own any Equity Interests of any Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or its applicable Restricted Companies Subsidiary therein at the date of designation in an amount equal to the portion of the Fair Market Value of the net book value assets of such Person attributable to the Borrower’s or its applicable Restricted Subsidiary’s equity interest therein as reasonably estimated by the Borrower (or, in and such designation shall only be permitted to the case extent such Investment is permitted under Section 9.3). The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary shall constitute the incurrence or making at the time of designation of any Investments, the Indebtedness or Liens of such Person outstanding on Subsidiary existing at such date will be deemed to have been incurred by such Person on such date for purposes time. As of Section 7.03the Closing Date, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05there are no Unrestricted Subsidiaries.

Designation of Subsidiaries. The Company board of directors (or equivalent governing body) of the Lead Borrower may at any time after the Second Amendment Effective Date designate (or redesignate) any Restricted Subsidiary subsidiary (other than any Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designationdesignation or redesignation, no Default shall have occurred or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and be continuingLiens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) other than in the case of the designation of designating a Excluded Restricted Subsidiary to be an Unrestricted Subsidiary or redesignating an Unrestricted Subsidiary to be a Restricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth applicable Investment is permitted under one or more clauses in Section 7.10 6.06 (and, as a condition precedent to selected by the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth Lead Borrower in reasonable detail the calculations demonstrating such complianceits sole discretion), (ciii) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the purpose of any Permitted Subordinated Indebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) First Lien Credit Agreement unless also being designated as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at thereunder, and (iv) as of the date of the designation or redesignation thereof, no Unrestricted Subsidiary shall own any Capital Stock in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) Restricted Subsidiary of the Restricted Companies’ Investments therein. If any Person becomes a Lead Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any date after property of the Restatement Effective Date Lead Borrower or its Restricted Subsidiaries (including by redesignation unless the Lead Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of an such Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will be deemed pursuant to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05Sections 6.01 and 6.

Designation of Subsidiaries. The Company Board of Directors of the Parent may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (iv) the Borrower shall deliver to the Administrative Agent at least five Business Days prior to such designation a certificate of a Senior Officer of the Borrower, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating compliance with the foregoing clauses (i) through (iii) of this Section 9.18 and, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary” and (v) at least ten days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering requirements, including the PATRIOT Act, with respect to such Subsidiary. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Parent and its Restricted Companies Subsidiaries therein at the date of designation in an amount equal to the net book fair market value (or, in of the case Parent’s Investment therein; provided that upon a redesignation of any guarantee or similar Investmentsuch Subsidiary as a Restricted Subsidiary, the amountParent shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of Investments of the Parent and its Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the fair market value of Investments of the Parent and its Subsidiaries made in connection with the designation of such Subsidiary as an Unrestricted Subsidiary minus (ii) the portion (proportionate to the Parent’s and its Subsidiaries’ Equity Interest in such Subsidiary) of the Restricted Companies’ Investments thereinfair market value of the net assets of such Subsidiary at the time of such redesignation. If The designation of any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Person outstanding on Subsidiary existing at such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05time.

Designation of Subsidiaries. The Company may at any time and from time to time after the Amendment No. 1 Effective Date designate any Restricted Subsidiary of the Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than such designation shall constitute an Excluded Investment in such Unrestricted Subsidiary, shall be effective if, immediately after Subsidiary and at the time of such designation, the Payment Conditions shall have been satisfied, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (eiii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of the Term Loan Credit Agreement (including any Permitted Subordinated Indebtedness. The designation Debt incurred in lieu of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by Debt under the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, Term Loan Credit Agreement in the case form of any guarantee or similar Investment“incremental equivalent debt” permitted to be incurred under the Term Loan Credit Agreement as in effect on the Amendment No. 1 Effective Date), (iv) following the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation designation of an Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness Company shall comply with the provisions of Section 7.08 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary, (vi) no Borrower, Specified Pledgor or first tier Foreign Subsidiary may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (x) the Subsidiary 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 Debt pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Debt or Liens of such Person outstanding Subsidiary and its Subsidiaries existing at such time and (y) a return on any Investment by the Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such date will be deemed to have been incurred by designation of the Company’s Investment in such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05Subsidiary.

Designation of Subsidiaries. The Company New Holdings may at any time and from time to time after the Effective Date designate any 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) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in such Unrestricted Subsidiary (calculated as an amount equal to the net book sum of (x) the fair market value of the Subsidiary designated immediately prior to such designation (orsuch fair market value to be calculated without regard to any Obligations of such Subsidiary under the Guaranty and Collateral Agreement) and (y) the aggregate principal amount of any Indebtedness owed by the Subsidiary to New Holdings or any of its Subsidiaries immediately prior to such designation, all calculated, except as set forth in the case of any guarantee or similar Investmentparenthetical to clause (x) above, on a consolidated basis in accordance with GAAP), and such Investment shall be permitted under Section 8.7, (iii) following the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation 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 incurrence at the time of designation of any Investment, the Indebtedness or Liens of such Person outstanding Subsidiary existing at such time and (ii) a return on any Investment by New Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such date will designation of New Holding’s Investment in such Subsidiary. Such designation shall be deemed to have been incurred by permitted only if an Investment in such Person on amount would be permitted at such date for purposes time, whether as a Restricted Payment and/or a permitted Investment, and if such Subsidiary otherwise meets the definition of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05an “Unrestricted Subsidiary.”

Designation of Subsidiaries. The Company Board of Managers of the Borrower may at any time designate any Restricted Subsidiary (other than the MLP GP and the MLP) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default or Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company Borrower and its Consolidated Restricted Subsidiaries shall be in compliance, on a Pro Forma Basispro forma basis, with Section 5.12 (as though the covenants set forth in Section 7.10 (effective date of such designation were the last day of a fiscal quarter of the Borrower) and, as a condition precedent to the effectiveness of any such designation, the Company Borrower shall deliver to the Administrative Agent a certificate of its Chief Financial Officer, its Treasurer or its Controller setting forth in reasonable detail the calculations demonstrating such compliance), (ciii) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is was previously designated an Unrestricted Subsidiary, (iv) no Subsidiary of an Unrestricted Subsidiary may be designated as a “Restricted Subsidiary” for , (v) no Subsidiary that owns any Equity Securities or Indebtedness of, or owns or holds any Lien on, any property of the purpose Borrower or any Restricted Subsidiary (other than any Subsidiary of the Subsidiary to be so designated), may be designated an Unrestricted Subsidiary, (vi) each Subsidiary to be so designated as an Unrestricted Subsidiary, and 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 Permitted Subordinated IndebtednessIndebtedness pursuant to which the lender or other creditor has recourse to any assets of the Borrower or any Restricted Subsidiary other than the Equity Securities in such Unrestricted Subsidiary and its Subsidiaries, and (vii) no primary operating Subsidiary of the Borrower may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Person outstanding on Subsidiary existing at such date time. If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter automatically cease to be an Unrestricted Subsidiary and shall constitute a Restricted Subsidiary for all purposes of this Agreement, and (among other things) any Indebtedness and Liens of such Subsidiary will be deemed to have been be incurred by a Restricted Subsidiary of the Borrower as of such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05date.

Designation of Subsidiaries. The Company (a) A Primary Financial Officer may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (cii) no Borrower Subsidiary may be designated as an Unrestricted Subsidiary, (d) no designation of a Subsidiary if the Borrower or any Restricted Subsidiary as an Unrestricted Subsidiary, has any Contingent Obligation (other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (iDeferred Equity Contribution Obligations) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard with respect to any Excluded Indebtedness or other obligations of such Subsidiary (and the Borrower and its Restricted Subsidiaries will not have any Contingent Obligation (other than Deferred Equity Contribution Obligations) with respect to any Indebtedness or other obligations of any Unrestricted Subsidiary at any time after such Person becomes time), (iii) the designation of any Subsidiary as a SubsidiaryRestricted Subsidiary or an Unrestricted Subsidiary may not be changed on more than two occasions, and (eiv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is party to any agreement or contract with the Borrower or any Restricted Subsidiary, unless the terms of such agreement are no less favorable to the Borrower or Restricted Subsidiary, as applicable, than those that might be obtained from an unaffiliated third-party, (v) other than Deferred Equity Contribution Obligations, no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Person with respect to which the Borrower or any Restricted Subsidiary has any direct or indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition or otherwise has any Contingent Obligation with respect to such Subsidiary or any of its Indebtedness or other obligations, and neither the Borrower nor any Restricted Subsidiary will have any direct or indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition or otherwise have any Contingent Obligation with respect to such Subsidiary or any of its Indebtedness or other obligations at any time after such designation, (vi) for so long as any Senior Note is outstanding, no Subsidiary may be (x) designated an Unrestricted Subsidiary hereunder unless it simultaneously becomes an “Unrestricted Subsidiary” under all Senior Notes and (y) designated a Restricted Subsidiary hereunder unless it simultaneously becomes a “Restricted Subsidiary” for under the purpose Senior Notes, (vii) at such time and immediately after giving effect thereto the Borrower would be permitted to incur at least $1.00 of any Permitted Subordinated Indebtedness. The additional Priority Debt, and (viii) immediately after giving effect to such designation and at all times thereafter, the ratio of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable consolidated total assets of the Borrower and its Restricted Companies therein at the date of designation in an amount equal Subsidiaries to the net book value (or, in the case of any guarantee or similar Investment, the amount) consolidated total assets of the Borrower and its Subsidiaries and the ratio of the consolidated net income of the Borrower and its Restricted Companies’ Investments therein. If any Person becomes Subsidiaries to the consolidated net income of the Borrower and its Subsidiaries (in each case based on the most recent four consecutive Fiscal Quarters, and calculated on a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary pro forma basis as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will if all payments and other contributions to be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will made under all Deferred Equity Contribution Obligations were fully funded and contributed) shall be not be considered the sale or issuance of Equity Interests for purposes of Section 7.05less than 0.

Designation of Subsidiaries. (a) The Company Borrower may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, exist immediately prior or immediately after giving effect to such designation, ; (b) the Company and its Consolidated Subsidiaries Borrower shall be in compliance, have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 7.10 (and, Article VI measured as a condition precedent of the last day of the most recently ended Fiscal Quarter for which financial statements are required to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), have been delivered hereunder; (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it such Restricted Subsidiary or any of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (d) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is a designated as an “Restricted Subsidiaryunrestricted subsidiary” for (or otherwise not be subject to the purpose of covenants) under any Permitted Subordinated Indebtedness. . (b) The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment (which must be an Investment permitted pursuant to Section 7.4) by its direct parent (whether the applicable Borrower or a Restricted Companies therein at Subsidiary) in such Subsidiary on the date of such designation in an amount equal to the net book value outstanding amount of all Investments by Holdings, the Borrower and its Restricted Subsidiaries in such Subsidiary on such date. (or, in the case c) The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date after and (ii) for purposes of calculating the Restatement Effective Date outstanding amount of Investments by Holdings, the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by Holdings, the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (including d) If at any time any Unrestricted Subsidiary (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings, the Borrower or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of Holdings, the Borrower or any Restricted Subsidiary or (iii) ceases to be an “unrestricted subsidiary” (or otherwise becomes subject to the covenants) under any Indebtedness, then the Borrower shall, concurrent therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary. Notwithstanding any of the definitions or covenants contained in this Agreement to the contrary, Holdings and the Borrower will not, and will not permit any Restricted Subsidiary to, consummate any transaction that results in the transfer (whether by redesignation way of any Restricted Payment, Investment, or any sale, conveyance, transfer, or other disposition, or a designation of a Subsidiary as an Unrestricted Subsidiary or of an Unrestricted Subsidiary as a Restricted Subsidiary), and whether in a single transaction or a series of related transactions) of material intellectual property rights (including patents, trademarks, service marks, tradenames, copyrights, proprietary leasing records and systems and other intellectual property) from Holdings, the Indebtedness of such Person outstanding on such date will be deemed Borrower or any Restricted Subsidiary to have been incurred by such Person on such date for purposes of Section 7.03any Unrestricted Subsidiary. Except as expressly set forth herein, but Unrestricted Subsidiaries will not be considered subject to any of the sale or issuance of Equity Interests for purposes of Section 7.05covenants set forth in this Agreement.

Designation of Subsidiaries. The Company An Authorized Officer of Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries Borrower shall be in compliance, on a Pro Forma Basis, pro forma compliance with each of the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)6.7, (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (eiii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtednesssubordinated Indebtedness of any Credit Party; (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) Borrower shall deliver to Administrative Agent at least five Business Days prior to such designation a certificate of an Authorized Officer of Borrower, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (i) through (iv) of this Section 5.15 and, if applicable, certifying that such subsidiary meets the requirements of an “Unrestricted Subsidiary” and (vi) at least ten days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, with respect to such subsidiary. The designation of any Subsidiary (other than a Securitization Vehicle) subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book fair market value (or, in the case of Borrower’s Investment therein. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Subsidiary shall constitute the incurrence by such Restricted Subsidiary at the time of designation of any Indebtedness or Liens of such Person outstanding on Subsidiary existing at such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05time.

Designation of Subsidiaries. The Company (a) Subject to Section 6.13(b) below, the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a at no time may any Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary hereunder if it is a “Restricted restricted Subsidiary” (or term of similar import) for the purpose of the ABL Facility, the Senior Secured Notes, the Stepped Up Notes or any Permitted Subordinated IndebtednessJunior Debt. The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book fair market value (or, in of the case Borrower’s investment therein. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes Unrestricted Subsidiary as a Restricted Subsidiary on shall constitute the incurrence at the time of designation of any date after the Restatement Effective Date Indebtedness or Liens of such Subsidiary existing at such time. (including by redesignation of b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary), in each case unless no Event of Default exists or would result therefrom. Notwithstanding the Indebtedness foregoing, (x) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, on the date of and after giving effect to such Person outstanding on designation, such date will Unrestricted Subsidiary (or any Subsidiary thereof) would own (or hold an exclusive license with respect to) any Material Intellectual Property (and no Material Intellectual Property may be deemed transferred (including by way of an exclusive license) to have been incurred by an Unrestricted Subsidiary unless such Person on such date for purposes transfer is in connection with transition services agreements or non-exclusive licenses, in each case, in the ordinary course of Section 7.03business and (y) no Unrestricted Subsidiary may, but will not be considered the sale at any time, own (or issuance of Equity Interests for purposes of Section 7.05hold an exclusive license with respect to) Material Intellectual Property.

Designation of Subsidiaries. The Company may at designate any time Subsidiary to be a Restricted Subsidiary and may designate any Restricted Subsidiary as to be an Unrestricted Subsidiary or any by giving written notice to each holder of Notes that the Board of Directors of the Company has made such designation, provided, however, that no Subsidiary may be designated a Restricted Subsidiary and no Restricted Subsidiary may be designated an Unrestricted Subsidiary as a Restricted Subsidiary; provided that unless, at the time of such action and after giving effect thereto, (ai) other than solely in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Restricted Subsidiary or (y) a Securitization Vehicle (each, being designated an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, such Restricted Subsidiary being designated an Unrestricted Subsidiary shall not have any continuing Investment in the Company or any Restricted Subsidiary, (ii) no Default or Event of Default shall exist, and (iii) the Company would be permitted to incur at least $1.00 of additional Funded Debt under the provisions of Section 10.1(c) owing to a Person other than a Restricted Subsidiary. Any Restricted Subsidiary which has been designated an Unrestricted Subsidiary and which has then been designated a Restricted Subsidiary again, in each case in accordance with the provisions of the immediately preceding sentence shall not at any time thereafter be an Unrestricted Subsidiary. Any Unrestricted Subsidiary which has been designated a Restricted Subsidiary and which has then been designated an Unrestricted Subsidiary again, in each case in accordance with the provisions of the first sentence of this Section 10.11 shall not at any time thereafter be a Restricted Subsidiary. Notwithstanding the foregoing, the Company shall not permit any Subsidiary incorporated under the laws of Mexico or any State thereof to be designated a Restricted Subsidiary unless, after giving effect to such designation, the Company and its Consolidated total assets of all Restricted Subsidiaries shall be incorporated under the laws of Mexico or any State thereof (in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (andaggregate), as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries last day of the immediately preceding fiscal quarter, would not exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets as of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assetssuch date, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, reflected in the case of any guarantee most recent annual or similar Investment, the amount) quarterly financial statements of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05Company and its Subsidiaries.

Designation of Subsidiaries. The Company Lead Borrower (or, in the case of any Subsidiary of Holdings that is not a Subsidiary of the Lead Borrower, Holdings) may at any time after the Closing Date designate (or subsequently re-designate) any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after giving effect to such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing, (b) other than in the case no Subsidiary shall be an Unrestricted Subsidiary unless it is also an “Unrestricted Subsidiary” for purposes of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, First Lien Credit Agreement and the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)Notes Documents, (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it such Subsidiary owns Intellectual Property that is material to the business of the Lead Borrower and its Restricted Subsidiaries (taken as a “Restricted Subsidiary” for whole) and (d) to the purpose extent such designation of any Permitted Subordinated Indebtednessa Loan Party as an Unrestricted Subsidiary results in a decrease to the Aggregate Borrowing Base in excess of 10%, the Lead Borrower shall have delivered to the Administrative Agent a Borrowing Base Certificate, recomputing the Aggregate Borrowing Base on a pro forma basis after giving effect to such designation. The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Restricted Companies each relevant Group Member therein at the date of designation in an amount equal to the Fair Market Value of the net book value (or, assets of such Subsidiary attributable to each relevant Group Member’s equity Investment therein as determined by the Lead Borrower in the case good faith. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary shall constitute (i) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time (as applicable), (ii) a return on any Investment by each relevant Group Member in Unrestricted Subsidiaries pursuant to the Indebtedness preceding sentence in an amount equal to the Fair Market Value as of the date of such Person outstanding on designation of the net assets of such date will be deemed Subsidiary attributable to have been incurred each relevant Group Member’s equity Investment in such Subsidiary as determined by such Person on such date the Lead Borrower in good faith and (iii) the formation or acquisition of a Group Member for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.055.11.

Designation of Subsidiaries. The Company Borrower may at any from time to time after the Closing Date, pursuant to a determination by its board of directors, designate any Restricted Subsidiary of its Subsidiaries as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect each Subsidiary to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of such designation and does not thereafter create incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender thereof has recourse to any of the assets of the Borrower, any Guarantor or any Restricted Subsidiary, (diii) no the fair market value of any such Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries would be permitted as an Investment under Section 6.02(a), (iv) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after will constitute the incurrence at the time of designation of all Indebtedness and Liens of such Subsidiary existing at the time of such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (ev) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryrestricted subsidiary” (or a term having a similar effect) for the purpose purposes of any Permitted Subordinated Indebtedness. The designation other Material Indebtedness of the Borrower and its Subsidiaries; and (vi) any Unrestricted Subsidiary (other than that has been designated as a Securitization Vehicle) Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary shall constitute an Investment without the prior consent of the Administrative Agent. Any such designation by the applicable Restricted Companies therein at the date Board of designation in an amount equal Directors shall be evidenced to the net book value (or, in Administrative Agent by promptly delivering to the case of any guarantee or similar Investment, the amount) Administrative Agent a copy of the Restricted Companies’ Investments therein. If any Person becomes resolution of the Borrower’s board of directors giving effect to such designation and a Restricted Subsidiary on any date after certificate signed by a Responsible Officer of the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Borrower certifying that such designation complied with the Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05foregoing provisions.

Designation of Subsidiaries. The Company Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that provided, that: (a1) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation (or re-designation), no Specified Event of Default shall have occurred and will be continuing, ; (b2) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the case of the designation establishment of a Excluded Unrestricted SubsidiaryQualified Securitization Financing, immediately after giving effect to such designation (or re-designation), the Company and its Consolidated Subsidiaries shall be in compliance, Total Net Leverage Ratio for the Test Period immediately preceding such designation (or re-designation) for which financial statements have been delivered pursuant to Section 6.01 is less than or equal to 4.75:1.00 (calculated on a Pro Forma Basis, with the covenants set forth in Section 7.10 () and, as a condition precedent to the effectiveness of any such designation (or re-designation), the Company shall Borrower will deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such compliance), test; (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e3) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary or any of its Subsidiaries owns any Equity Interests of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated; (4) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of any Permitted Subordinated IndebtednessJunior Financing or any other Indebtedness of any Loan Party; and (5) the Investment resulting from the designation of such Restricted Subsidiary as an Unrestricted Subsidiary is permitted by Section 7.02. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall will constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book fair market value (or, as determined by the Borrower in the case of any guarantee or similar Investment, the amountgood faith) of the Restricted Companies’ Investments Borrower’s or its Subsidiary’s (as applicable) Investment therein. If The designation of any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Subsidiary will constitute the incurrence at the time of designation of any Indebtedness and Liens of such Person outstanding Subsidiary existing at such time and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value (as determined by the Borrower in good faith) of the Borrower’s or its Subsidiary’s (as applicable) Investment in such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05Subsidiary.

Designation of Subsidiaries. The Company Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer specifying such designation and certifying that the conditions to such designation set forth in this Section 6.11 are satisfied; provided that that: (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing, ; (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designationdesignation (and clause (c) below), the Company and its Consolidated Subsidiaries shall be Borrower is in compliance, on a Pro Forma Basis, compliance with the covenants financial covenant set forth in Section 7.10 7.1 (and, as a condition precedent or prior to the effectiveness first testing of any such designationfinancial covenant, the Company shall deliver pro forma Consolidated Leverage Ratio for the Applicable Reference Period is no greater than 4.50 to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance1.00), ; (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiaryeach Subsidiary of such Subsidiary has been, shall be effective ifor concurrently therewith will be, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is in accordance with this Section 6.11; (d) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary” under the ABL Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the ABL Loans) and in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as a “Restricted Subsidiary” for under the purpose ABL Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of any Permitted Subordinated Indebtednessthe ABL Loans). The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at Borrower in such Subsidiary on the date of designation in an amount equal to the net book fair market value of the Borrower’s Investment therein (or, as determined reasonably and in the case good faith by a Responsible Officer). The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary shall constitute the incurrence at the time of designation of any Investment, the Indebtedness or Liens of such Person outstanding on Subsidiary existing at such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05time.

Designation of Subsidiaries. The Company Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Closing Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of a an Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company Borrower and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 7.09 (and, as a condition precedent to the effectiveness of any such designation, the Company Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 105% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all aggregate Investments made by Restricted Companies in Unrestricted Subsidiaries would exceed 5% the sum of (x) $50,000,000 plus (y) the Total Consolidated Assetsaggregate amount of any cash repayment of or return on such Investments theretofore received by Restricted Companies after the Closing Date, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (ed) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Closing Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05.

Designation of Subsidiaries. The Company Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall have occurred and be continuing, (b) other than in the case any Subsidiary of the designation of a Excluded an Unrestricted Subsidiary will automatically be deemed to be an Unrestricted Subsidiary, (c) immediately after giving effect to such designation, the Company Borrower and its Consolidated the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)7.16, (cd) no the Borrower may shall not be designated as an Unrestricted Subsidiary, (de) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after giving effect to such designation, the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 6.10, (if) each of (1) the Consolidated EBITDA Subsidiary to be so designated and (2) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee, or otherwise become directly or indirectly liable with respect to any Debt pursuant to which the lender has recourse to any of the Unrestricted Subsidiaries would exceed 10% assets of the Consolidated EBITDA of Borrower or any Restricted Subsidiary except for Debt that could otherwise be incurred by the Consolidated Companies for Borrower or such Restricted Subsidiary hereunder and, if such Debt is secured, the four fiscal quarter period then most recently ended Liens securing such Debt are permitted to be incurred by the Borrower or such Restricted Subsidiary hereunder (ii) provided that any such Debt shall be deemed incurred hereunder by the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after Borrower or such Person becomes a Restricted Subsidiary, as the case may be) and (eg) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the 2022 Senior Notes, 2024 Senior Notes, 2025 Senior notes, any Permitted Subordinated IndebtednessOther Debt or any Credit Agreement Refinancing Debt. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments thereintherein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.6). If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Closing Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness Debt, Liens and Investments of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.037.2, 7.1 and 7.6, respectively, but will not be considered the sale or issuance of Equity Interests Capital Stock for purposes of Section 7.057.5. Upon a re-designation of such Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have a permanent Investment in the re-designated Restricted Subsidiary in an amount (if positive) equal to (i) the Borrower’s “Investment” in such Person at the time of such re-designation, less (ii) the portion of the fair market value of the net assets of such Person attributable to the Borrower’s equity therein at the time of such re-designation.

Designation of Subsidiaries. The Company (a) Parent may at any time after the Effective Date designate any Restricted Subsidiary (other than the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary or any Subsidiary as a Designated SBG Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”)that, immediately before and after such designationdesignation on a Pro Forma Basis as of the end of the most recent Test Period, no Event of Default under clauses (a), (b), (h) or (i) of Section 7.01 shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary or the removal of any Designated SBG Subsidiary as a Subsidiary after the Effective Date shall constitute an Investment by the Parent or its applicable Restricted Companies Subsidiary therein at the date of designation in an amount equal to the net book value Fair Market Value of Parent’s or its Subsidiary’s (or, in the case as applicable) investment therein. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by such Person in Unrestricted Subsidiaries pursuant to the Indebtedness preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Person outstanding on or its Subsidiary’s (as applicable) Investment in such date will Subsidiary. (b) Each Designated SBG Subsidiary (unless constituting an Excluded Subsidiary) shall become a “Subsidiary Loan Party” hereunder and all actions required to be deemed taken with respect to such Designated SBG Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been incurred by taken with respect to such Person on such date for purposes of Section 7.03Designated SBG Subsidiary. Notwithstanding the foregoing, but will any Designated SBG Subsidiary shall not be considered required to become a “Subsidiary Loan Party” hereunder or a “Grantor” under the sale Security Documents, so long as the following requirements are satisfied: (i) (A) such Subsidiary is not liable, directly or issuance indirectly, with respect to any Indebtedness other than Non-Recourse Indebtedness and has not guaranteed or otherwise provided credit support at the time of Equity Interests such designation for purposes any Indebtedness of Section 7.05the Borrower or any of its Subsidiaries (other than the Subsidiaries of such Subsidiary) and (B) such Subsidiary is directly owned by Parent or a wholly owned subsidiary thereof which is a Guarantor hereunder and the Capital Stock of such Subsidiary has been pledged in favor of the Collateral Agent pursuant to the Collateral Agreement or (ii) at the time of acquisition of such Subsidiary by Parent, satisfaction of the Collateral and Guarantee Requirement would violate any provision of applicable law or any agreement to which such Subsidiary is a party, provided that if at any time thereafter such Subsidiary (or any of its Subsidiaries) shall cease to be subject to the prohibitions referred to in this clause (ii), Parent will take such action, and will cause each of its Subsidiaries to take such action, promptly to ensure that such Subsidiary (and/or the relevant Subsidiary or Subsidiaries of such Subsidiary) become “Subsidiary Loan Parties” hereunder and promptly to satisfy the Collateral and Guarantee Requirement with respect thereto (and the Administrative Agent is hereby authorized, without further approval of the Lenders, to enter into such supplements to the Guarantee and to the Collateral Agreement or any joinder or other agreement relating thereto as shall be necessary to give effect to the foregoing).

Designation of Subsidiaries. The Company board of directors (or equivalent governing body) of the Lead Borrower may at any time after the Closing Date designate (or redesignate) any Restricted Subsidiary subsidiary (other than the Canadian Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designationdesignation or redesignation, no Default shall have occurred or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and be continuingLiens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) other than in the case of the designation of designating a Excluded Restricted Subsidiary to be an Unrestricted Subsidiary or redesignating an Unrestricted Subsidiary to be a Restricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth applicable Investment is permitted under one or more clauses in Section 7.10 6.06 (and, as a condition precedent to selected by the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth Lead Borrower in reasonable detail the calculations demonstrating such complianceits sole discretion), (ciii) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the purpose of any Permitted Subordinated Indebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) Term Credit Agreement unless also being designated as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at thereunder, and (iv) as of the date of the designation or redesignation thereof, no Unrestricted Subsidiary shall own any Capital Stock in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) Restricted Subsidiary of the Restricted Companies’ Investments therein. If any Person becomes a Lead Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any date after property of the Restatement Effective Date Lead Borrower or its Restricted Subsidiaries (including by redesignation unless the Lead Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of an such Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will be deemed pursuant to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05Sections 6.01 and 6.

Designation of Subsidiaries. (a) The Company Borrower may at designate any time designate subsidiary (including any existing subsidiary and any newly acquired or newly formed subsidiary) to be an Unrestricted Subsidiary unless such subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower or any Restricted Subsidiary as an Unrestricted Subsidiary or (other than solely any Unrestricted Subsidiary as a Restricted Subsidiaryof the subsidiary to be so designated); provided that that (ai) other than in any Unrestricted Subsidiary must be an entity of which the case Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Borrower; (ii) such designation complies with the covenants described in Section 6.03(c); (iii) no Default or Event of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuingcontinuing at the time of such designation; (iv) on a pro forma basis taking into account such designation, (x) the Borrower would be in compliance with Section 6.07 and (y) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio test described in Section 6.01(a); and (v) each of: (A) the subsidiary to be so designated; and (B) its subsidiaries has not at the time of designation, and does not thereafter, incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiary. Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of the New Senior Notes or any Junior Financing. (b) other than in the case of the designation of Borrower may designate any Unrestricted Subsidiary to be a Excluded Unrestricted Restricted Subsidiary; provided that, immediately after giving effect to such designation, the Company no Default or Event of Default shall have occurred and its Consolidated Subsidiaries shall be in compliancecontinuing and, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any pro forma basis taking into account such designation, (x) the Company Borrower would be in compliance with Section 6.07 and (y) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio test described in Section 6.01(a). Any such designation by the Borrower shall deliver be notified by the Borrower to the Administrative Agent by promptly filing with the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA copy of the Unrestricted Subsidiaries would exceed 10% resolution of the Consolidated EBITDA board of directors of the Consolidated Companies for Borrower or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05foregoing provisions.

Designation of Subsidiaries. The Company Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that: (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation (or re-designation), no Specified Event of Default shall have occurred and be continuing, ; (b) other than in the case of Investment resulting from the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, Subsidiary as described above is permitted by Section 7.02; and (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (ec) no Subsidiary may be designated as an Unrestricted Subsidiary if unless it is also designated as an “unrestricted subsidiary” (or otherwise excluded as a “Restricted Subsidiary” for restricted subsidiary”) under (i) the purpose Term Loan Credit Agreement (or the terms of any Permitted Subordinated IndebtednessRefinancing of the Term Loan Credit Agreement) and (ii) the terms of any Incremental Equivalent Debt, Permitted Ratio Debt, Replacement Loans, Pari Passu Lien Debt and Junior Lien Debt (or the documentation governing any Permitted Refinancing thereof). Notwithstanding the foregoing, in no event shall any Restricted Subsidiary be designated as an Unrestricted Subsidiary if, on the date of and after giving effect to such designation, such Unrestricted Subsidiary (or any Subsidiary thereof) would own (or hold an exclusive license with respect to) any Material Intellectual Property and the Loan Parties cease to have use of such Material Intellectual Property or such designation is reasonably likely to result in a Material Adverse Effect. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book fair market value as of such date of the Borrower’s or its Restricted Subsidiary’s (or, in the case as applicable) Investment(s) to date therein. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Person outstanding Subsidiary existing at such time and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such date designation of the Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary. Except as set forth in this paragraph, no Investment will be deemed to exist or have been made, and no Indebtedness or Liens shall be deemed to have been incurred or exist, by virtue of a Subsidiary becoming an Excluded Subsidiary or an Excluded Subsidiary becoming a Restricted Subsidiary. For all purposes hereunder, the designation of a Subsidiary as an Unrestricted Subsidiary shall be deemed to constitute a concurrent designation of any Subsidiary of such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05Subsidiary as an Unrestricted Subsidiary.

Designation of Subsidiaries. (a) The Company Borrower may at any time by written notice to the Administrative Agent (i) designate any Restricted Subsidiary as an Excluded Subsidiary or an Unrestricted Subsidiary or (ii) remove such designation with respect to any Excluded Subsidiary or designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case no Default or Event of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, continuing or would result therefrom. (b) other than Any Excluded Subsidiary shall be treated like an Unrestricted Subsidiary for all purposes of this Agreement; provided that the Excluded Subsidiaries designated pursuant to clause (g) of the definition thereof and Unrestricted Subsidiaries that are designated by the Borrower pursuant to Section 5.9(a) in the case aggregate shall not constitute (after intercompany eliminations) greater than 10% of the designation total assets of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company Borrower and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with as of the covenants set forth in Section 7.10 end of the most recently completed fiscal year of the Borrower (and, as a condition precedent to the effectiveness of any such designationlevel, the Company “Excluded Subsidiary Threshold”). In the event the Excluded Subsidiary Threshold is exceeded as of the end of the most recently completed fiscal year of the Borrower, the Borrower shall deliver within three Business Days after delivering its annual financial statements to the Administrative Agent a certificate setting forth in reasonable detail pursuant to Section 5.1, by written notice to the calculations demonstrating such compliance)Administrative Agent, (c) no Borrower may be remove the designation applicable to one or more Excluded Subsidiaries designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, Subsidiary pursuant to clause (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amountg) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted definition thereof or Unrestricted Subsidiaries in accordance with Section 5.9(a) in order to comply with the Excluded Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05Threshold.

Designation of Subsidiaries. The Company Borrower may at any time after the Closing Date designate any Restricted Subsidiary (other than the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall have occurred and be continuing, continuing and (bii) other than in the case of the a designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately the Borrower could incur $1.00 of unsecured Ratio Debt both prior to and after giving pro forma effect to such designation, (i) designation and the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, pro forma adjustments described in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated IndebtednessSection 1.03. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book fair market value (or, in of the case Borrower’s Investment therein. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes Unrestricted Subsidiary as a Restricted Subsidiary on shall constitute the incurrence at the time of designation of any date after the Restatement Effective Date (including by Indebtedness or Liens of such Subsidiary existing at such time. Upon a redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will Borrower shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to (1) the Borrower’s “Investment” in such Subsidiary at the time of such redesignation, less (2) the portion (proportionate to the Borrower’s Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Borrower. Notwithstanding the foregoing, no Unrestricted Subsidiary that has been incurred by such Person on such date for purposes of Section 7.03, but will not designated as a Restricted Subsidiary may again be considered the sale or issuance of Equity Interests for purposes of Section 7.05designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Company board of directors of Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (bii) other the Secured Leverage Ratio is less than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect or equal to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 4.50:1.00 (and, as a condition precedent to the effectiveness of any such designation, the Company Holdings shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the pro forma calculations demonstrating satisfaction of such compliancetest), (ciii) no Borrower Subsidiary may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries it would exceed 10% of the Consolidated EBITDA of the Consolidated Companies be a “Restricted Subsidiary” for the four fiscal quarter period then most recently ended or purpose of any Junior Indebtedness, (iiiv) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard any Subsidiary to any Excluded be designated as an Unrestricted Subsidiary at does not (directly, or indirectly through its Subsidiaries) own any time after such Person becomes a SubsidiaryEquity Interests or Indebtedness of, or own or hold any Lien on any property of, Holdings or any of its Restricted Subsidiaries and (ev) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for such Subsidiary holds any Governmental Authorizations, Intellectual Property or the purpose of rights to develop, produce and distribute any Permitted Subordinated IndebtednessProduct or owns any Product. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Holdings therein at the date of designation in an amount equal to the net book fair market value of the assets of such Subsidiary (or, less the amount of the Indebtedness of such Subsidiary on the date of such designation) that is allocated to the ownership interest of the relevant Group Member in the case such Subsidiary. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence, at the time of designation, of Indebtedness or Liens in such Subsidiary (equal to the amounts then owed by such Subsidiary), ) and a return on any Investment by Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value of the assets of such Subsidiary (less the amount of the Indebtedness of such Person outstanding Subsidiary on the date of such date will be deemed re-designation) that is allocated to have the ownership interest of the relevant Group Member in such Subsidiary. An Unrestricted Subsidiary that has subsequently been incurred by such Person on such date for purposes of Section 7.03, but will designated as a Restricted Subsidiary may not be considered the sale or issuance of Equity Interests for purposes of Section 7.05redesignated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Company Parent Borrower may at any time after the Closing Date designate (or re-designate) any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (ci) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the purpose Second Lien Credit Agreement, (ii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Permitted Subordinated IndebtednessCapital 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 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 (other than a Securitization Vehicle) subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Parent Borrower therein at the date of designation in an amount equal to the portion of the fair market value of the net book value assets of such Restricted Subsidiary attributable to the Parent Bxxxxxxx’s equity interest therein as estimated by the Parent Borrower in good faith (or, in and such designation shall only be permitted to the case extent such Investment is permitted under ‎Section 6.06). The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes Unrestricted Subsidiary as a Restricted Subsidiary on shall constitute the incurrence or making, as applicable, at the time of designation of any date after the Restatement Effective Date (including by redesignation then-existing Investment, Indebtedness or Lien of an such Restricted Subsidiary, as applicable; provided that upon a re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will Parent Borrower shall be deemed to continue to have an Investment in the 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 time of such re-designation. As of the Closing Date, the subsidiaries listed on Schedule 5.10 hereto have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The Company Board of Directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company Borrower and its Consolidated the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 Financial Performance Covenants (andfor the avoidance of doubt, without regard to whether Commitments under the Revolving Credit Facility have been terminated and/or Obligations thereunder are outstanding) as a condition precedent such ratio is recomputed on the last day of the Test Period most recently ended on or prior to the effectiveness such date of any such designation, calculated as if such designation occurred as of the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating first day of such compliance)Test Period, (c) no Borrower Restricted Subsidiary may be designated as an Unrestricted Subsidiary, Subsidiary if it was previously designated as an Unrestricted Subsidiary and then redesignated as a Restricted Subsidiary and (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose purposes of the Existing Notes Indenture, the Senior Notes Indenture or any Permitted Subordinated IndebtednessRefinancing Indebtedness in respect thereof or any other material Indebtedness of the Borrower or any of its Restricted Subsidiaries. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book value (or, in Fair Market Value of the case Borrower’s investment therein and shall be subject to Section 10.5. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary shall constitute the Incurrence at the time of designation of any Investment, the Indebtedness or Liens of such Person outstanding on Subsidiary existing at such date will time and shall be deemed subject to have been incurred by such Person on such date for purposes of Section 7.0310.1, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.0510.2 and 10.5.

Designation of Subsidiaries. The Company (a) Holdings may at any time designate any Restricted Subsidiary of Holdings (other than the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, designation (x) no Default or Event of Default shall have occurred and be continuing, (by) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designationthereto, the Company and its Consolidated Subsidiaries Excess Availability shall be in compliance, not less than $0 and (z) the Payment Conditions are satisfied on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Senior Notes Documents, Term Loan Documents or any Junior Financing, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary or any of its Subsidiaries owns any Broadcast Licenses, Broadcast Stations or material intellectual property or other material property or assets necessary at such time to the operation of the business of the Loan Parties, (iv) no Unrestricted Subsidiary may own Equity Interests, or hold any Indebtedness, of Holdings, the Borrower or any Restricted Subsidiary and (v) to the extent any such Restricted Subsidiary so designated owns assets which contribute more than 5.0% of the aggregate Borrowing Base, the Borrower shall deliver to the Administrative Agent an updated Borrowing Base Certificate giving pro forma effect to the designation of such Restricted Subsidiary as an Unrestricted Subsidiary. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Restricted Companies Holdings therein at the date of designation in an amount equal to the net book fair market value of Holdings’ or its Subsidiary’s (or, in the case as applicable) Investment therein. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, the Indebtedness or Liens of such Person outstanding Subsidiary existing at such time and (ii) a return on any Investment by Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Holdings’ or its Subsidiary’s (as applicable) Investment in such Subsidiary. (b) Holdings may designate (or re-designate) any Restricted Subsidiary that is an Excluded Subsidiary as an Electing Guarantor and may designate (or re-designate) any Electing Guarantor as an Excluded Subsidiary; provided that (i) no Subsidiary may be designated as an Excluded Subsidiary if it is a guarantor for the purpose of any Senior Notes Documents, Term Loan Documents or any Junior Financing, (ii) any such designation (or redesignation) of an Electing Guarantor as an Excluded Subsidiary shall constitute an Investment by Holdings or the relevant Restricted Subsidiary, as applicable, therein at the date will of designation in an amount equal to the fair market value (as determined in good faith by Holdings) of the Investments held by Holdings and/or the applicable Restricted Subsidiaries in such Electing Guarantor immediately prior to such designation and such Investments shall otherwise be permitted hereunder and (iii) any Indebtedness or Liens of any Restricted Subsidiary designated (or re-designated) as an Electing Guarantor or an Excluded Subsidiary, as applicable, shall be deemed to have been be incurred by after giving effect to such Person on designation and such date for purposes of Section 7.03, but will not incurrence shall otherwise be considered the sale or issuance of Equity Interests for purposes of Section 7.05permitted hereunder.

Designation of Subsidiaries. (a) The Company board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (cii) no Borrower Subsidiary may be designated as an Unrestricted SubsidiarySubsidiary if it has Indebtedness with recourse to any Group Member, (dii) no designation of a Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (eiv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is party to any agreement or contract with any Group Member, unless the terms of such agreement are no less favorable to the applicable Group Member than those that might be obtained from an unaffiliated third-party, (v) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Person with respect to which any Group Member has any direct or indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition, (vi) no Disregarded Domestic Subsidiary may be designated an Unrestricted Subsidiary, (vii) no Subsidiary may be designated an Unrestricted Subsidiary if after giving effect to such designation, the Consolidated Total Net Leverage Ratio (calculated disregarding the proceeds of any Indebtedness incurred on such date) as of such date would exceed 3.00 to 1.00, (viii) for so long as the Second Lien Credit Agreement is outstanding, no Subsidiary may be (x) designated an Unrestricted Subsidiary hereunder unless it simultaneously becomes an “Unrestricted Subsidiary” under the Second Lien Credit Agreement and (y) designated a Restricted Subsidiary hereunder unless it simultaneously becomes a “Restricted Subsidiary” for under the purpose Second Lien Credit Agreement and (ix) no Unrestricted Subsidiary may engage in any transaction described in Section 7.8 (with respect to the prepayment of any Permitted Subordinated Indebtedness. ) if the Borrower is prohibited from engaging in such transaction. (b) The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein Borrower therein, at the date of designation in an amount equal to the net book fair market value (or, of the Borrower’s investment therein as determined in good faith by the case board of directors of the Borrower. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary shall, at the time of such designation, constitute the incurrence of any Indebtedness or Liens of such Subsidiary existing at such time. Upon a redesignation of any Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will Borrower shall be deemed to continue to have been incurred a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s Investment in such Subsidiary at the time of such redesignation less (b) the fair market value of the net assets of such Subsidiary at the time of such redesignation. Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by such Person on such date for purposes the board of Section 7.03, but will not be considered directors of the sale or issuance of Equity Interests for purposes of Section 7.05Borrower.

Designation of Subsidiaries. The Company board of directors (or similar governing body) of the Parent may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than in the case immediatelyas of the designation end of a Excluded Unrestricted Subsidiaryor for any such most recent period of four consecutive Fiscal Quarters, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries Total Adjusted Net Leverage Ratio shall be in compliance, on a Pro Forma Basis, not exceed the Applicable Total Adjusted Net Leverage Ratio with the covenants set forth in Section 7.10 (and, as a condition precedent respect to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA Fiscal Quarter of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then Parent most recently ended or as of the time of such designation on a pro forma basis (ii) and each other designation of an Unrestricted Subsidiary prior thereto), the Total Assets consolidated total assets of all Unrestricted Subsidiaries would shall not exceed 5% of the Total Consolidated Assetsconsolidated total assets of the Parent and the Restricted Subsidiaries, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (ec) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the HFOTCO Credit Documents or any Permitted Subordinated other Indebtedness, (d) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (e) the Obligor may not be designated as an Unrestricted Subsidiary, (f) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary, or any of its Subsidiaries, has incurred, created, assumed or become liable for any Indebtedness pursuant to which any holder thereof has recourse to any of the assets of the Parent or any Restricted Subsidiary, and no Unrestricted Subsidiary may, at any time, incur, create, assume or be liable for any Indebtedness pursuant to which any holder thereof has recourse to any of the assets of the Parent or any Restricted Subsidiary, (g) the Parent and the Obligor shall deliver to Administrative Agent at least five Business Days prior to such designation a certificate of xxx Responsible Officer of the Obligor, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (a) through (f) of this Section 5.17 and, if applicable, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary” and (h) at least five Business Days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Bondholders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act, with respect to such Subsidiary. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Parent therein at the date of designation in an amount equal to the net book fair market value (or, in the case of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments Parent’s Investment therein. If any Person becomes ; provided that upon a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted such Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will Parent shall be deemed to continue to have been incurred by a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of Investments of the Parent and the Restricted Subsidiaries in such Person on Unrestricted Subsidiary at the time of such date for purposes redesignation, combination or transfer (or of Section 7.03the assets transferred or conveyed, but will not be considered as applicable) and (B) the sale fair market value of Investments of the Parent and the Restricted Subsidiaries made in connection with the designation of such Subsidiary as an Unrestricted Subsidiary minus (ii) the portion (proportionate to the Parent’s and the Restricted Subsidiaries’ Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation. The designation of any Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or issuance Liens of Equity Interests for purposes of Section 7.05such Subsidiary existing at such time.

Designation of Subsidiaries. The Company board of directors of the Lead Borrower may at any time designate or re-designate (x) any 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) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be Lead Borrower is in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)Total Leverage Condition, (ciii) no Borrower may be designated as an Unrestricted Subsidiary, (div) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for any other Indebtedness in excess of the purpose Threshold Amount, (v) as of the last date of designation thereof, no Unrestricted Subsidiary shall own any Equity Interests in any Borrower or any Subsidiary Loan Party or hold any Indebtedness of, or Lien on any property of any Permitted Subordinated IndebtednessBorrower or any Subsidiary 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 (other than a Securitization Vehicle) subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Borrowers therein at the date of designation in an amount equal to the net book value portion (or, proportionate to such Borrower’s equity interest in the case of any guarantee or similar Investment, the amountsuch subsidiary) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after fair market value of the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness net assets of such Person outstanding on Subsidiary (and such date will designation shall only be deemed permitted to have been incurred by the extent such Person on such date for purposes of Investment is permitted under Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05.6.04

Designation of Subsidiaries. The Company may board of directors of the Borrower may, at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.10 (and, as 8.1 on a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)pro forma basis, (ciii) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary, (iv) if a Restricted Subsidiary is a “being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary” for , together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than the purpose greater of (A) $50,000,000 and (B) 1.0% of Consolidated Total Tangible Assets (but, notwithstanding the definition of Consolidated Total Tangible Assets, calculated inclusive of all Unrestricted Subsidiaries), as of the last day of the Reference Period then most recently ended and (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, upon the effectiveness of such designation, such Subsidiary is and would continue to be a restricted subsidiary under the terms of any Permitted Subordinated IndebtednessMaterial Indebtedness of the Borrower or any of its Restricted Subsidiaries. The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower or the applicable Restricted Companies Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s or the applicable Restricted Subsidiary’s investment therein. None of the Borrower or any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides the holder thereof may (orwith the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated upon the occurrence of a default with respect to any Indebtedness, in the case Lien or other obligation of an Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, the Indebtedness or Liens of such Person outstanding 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 date will be deemed to have been incurred by designation of the Borrower’s or such Person on Restricted Subsidiary’s Investment in such date for purposes of Section 7.03Subsidiary. Notwithstanding the foregoing, but will (i) the Borrower shall not be considered the sale permitted to be an Unrestricted Subsidiary and (ii) no Unrestricted Subsidiary shall own, or issuance of Equity Interests for purposes of Section 7.05hold an exclusive license in, any Material Intellectual Property.

Designation of Subsidiaries. The Company Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designationdesignation on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 a Total Net Leverage Ratio of no greater than 3.90 to 1.00 (andor, as a condition precedent to the effectiveness of any such designationif lower, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such complianceFinancial Performance Covenant), in either case, for the Test Period then most recently ended, (ciii) no Borrower Subsidiary may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtednessother Specified Indebtedness of Holdings, the Borrower or any Restricted Subsidiary, (iv) no Unrestricted Subsidiary may own, and none of Holdings, the Borrower or any of its Restricted Subsidiaries may transfer to any Unrestricted Subsidiary, any material Intellectual Property, (v) no Unrestricted Subsidiary may hold any Liens or Equity Interests of or in Holdings, the Borrower or any Restricted Subsidiary (or any of their respective assets) and (vi) at the time of such designation of an Unrestricted Subsidiary and after giving effect thereto, the aggregate assets or revenues of all Unrestricted Subsidiaries do not exceed 2.5% of the consolidated revenues or consolidated assets, as applicable, of the Borrower (including, for this purpose, all Unrestricted Subsidiaries). The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower or the applicable Restricted Companies Subsidiary therein at the date of designation in an amount equal to the net book portion of the fair market value (or, as reasonably determined by the Borrower in the case of any guarantee or similar Investment, the amountgood faith) of the Restricted Companies’ Investments therein. If any Person becomes a assets of such Restricted Subsidiary on attributable to the Borrower’s or its applicable Restricted Subsidiary’s equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is otherwise permitted herein). The designation of any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the 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 Unrestricted Subsidiary; provided that, immediately after such designation, the Indebtedness of such Person outstanding on such date will Borrower or its Restricted Subsidiary shall be deemed to continue to have been incurred an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the amount of the Borrower’s or its Restricted Subsidiary’s Investment in such Restricted Subsidiary at the time of such designation, less (b) the portion of the fair market value (as reasonably determined by the Borrower in good faith) of the assets of such Person on Restricted Subsidiary attributable to the Borrower’s or it’s Restricted Subsidiary’s equity therein at the time of such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05designation.

Designation of Subsidiaries. (a) The Company Parent Borrower may at designate any time designate subsidiary (including any existing subsidiary and any newly acquired or newly formed subsidiary, but excluding any Foreign Subsidiary Borrower) to be an Unrestricted Subsidiary unless such subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Parent Borrower or any Restricted Subsidiary as an Unrestricted Subsidiary or (other than solely any Unrestricted Subsidiary as a Restricted Subsidiaryof the subsidiary to be so designated); provided that that: (ai) other than in any Unrestricted Subsidiary must be an entity of which the case Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Parent Borrower; (ii) such designation complies with the covenants described in Section 6.03(c); (iii) no Event of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing; and (iv) each of: (I) the subsidiary to be so designated; and (II) its subsidiaries has not at the time of designation, and does not thereafter, incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Parent Borrower or any Restricted Subsidiary. Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of the Existing Senior Notes or any Junior Financing. (b) other than in The Parent Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, (i) such designation shall constitute (x) the case incurrence at the time of the designation of any Investment, Indebtedness or Liens of such subsidiary existing at such time and (y) a Excluded return on any Investment by the Parent Borrower in Unrestricted Subsidiary, Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Parent Borrower at the date of such designation and (ii) immediately after giving effect to such designation, no Event of Default shall have occurred and be continuing and either, in each case on a pro forma basis taking into account such designation. Any such designation by the Company and its Consolidated Subsidiaries Parent Borrower shall be in compliance, on a Pro Forma Basis, with notified by the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver Parent Borrower to the Administrative Agent by promptly filing with the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA copy of the Unrestricted Subsidiaries would exceed 10% resolution of the Consolidated EBITDA board of directors of the Consolidated Companies for Parent Borrower or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05foregoing provisions.

Designation of Subsidiaries. The Company Borrower or the Parent may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary (it being understood and agreed that as of the Closing Date, NGL Water Solutions Holdco, LLC is an Unrestricted Subsidiary); provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.10 (7.09 has passed, the Financial Performance Covenant for the first Test Period cited in such Section shall be tested in a manner reasonably satisfactory to the Administrative Agent) if then in effect, and, as a condition precedent to the effectiveness of any such designation, the Company Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (eiii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “”Restricted Subsidiary” for the purpose of any Permitted Subordinated IndebtednessJunior Financing. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book fair market value (or, in the case of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Borrower’s or its Subsidiary’s (as applicable) Investment therein and (iv) (x) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, on the date of and after giving effect to such designation, such Unrestricted Subsidiary (or any date after the Restatement Effective Date Subsidiary thereof) would own (or hold an exclusive license with respect to) any Material Intellectual Property (and no Material Intellectual Property may be transferred (including by redesignation way of an exclusive license) to an existing Unrestricted Subsidiary) and (y) no Unrestricted Subsidiary may, at any time, own (or hold an exclusive license with respect to) Material Intellectual Property. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, the Indebtedness or Liens of such Person outstanding 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 date will be deemed to have been incurred by designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05Subsidiary.

Designation of Subsidiaries. The Company Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer specifying such designation and certifying that the conditions to such designation set forth in this Section 6.11 are satisfied; provided that that: (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing, ; (b) other than [reserved]; (c) in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiaryeach Subsidiary of such Subsidiary has been, shall be effective ifor concurrently therewith will be, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is in accordance with this Section 6.11; (d) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary” under the ABL Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the ABL Loans) and in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as a “Restricted Subsidiary” for under the purpose ABL Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of any Permitted Subordinated Indebtednessthe ABL Loans). The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at Borrower in such Subsidiary on the date of designation in an amount equal to the net book fair market value of the Borrower’s Investment therein (or, as determined reasonably and in the case good faith by a Responsible Officer). The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary shall constitute the incurrence at the time of designation of any Investment, the Indebtedness or Liens of such Person outstanding on Subsidiary existing at such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05time.

Designation of Subsidiaries. The Company Borrower may at any time after the Effective Date, designate (or subsequently re-designate) any Restricted Subsidiary as an Unrestricted Subsidiary (other than any Subsidiary that owns, directly or indirectly, any Equity Interests of, or holds a Lien on, any Loan Party or any Restricted Subsidiary that is not being designated as an Unrestricted Subsidiary) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after giving effect to such designationdesignation on a pro forma basis, (i) no Event of Default shall have occurred and be continuingcontinuing or would result therefrom and (ii) the Total Net Cash Leverage Ratio would not exceed (x) during the Suspension Period, 4.00:1.00, and (by) other than in after the case Suspension Period has ended, 7.00:1.00; provided further that to the extent that any Restricted Subsidiary owns, or holds exclusive licenses or rights to, any intellectual property that is material to the business and operations of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, Borrower and the Company and its Consolidated Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, taken as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliancewhole), (c) no Borrower such Restricted Subsidiary may be designated as an Unrestricted Subsidiary. No Loan Party or any of its Restricted Subsidiaries shall transfer any ownership right, or exclusive license or right to, any intellectual property that is material to the business and operations of the Borrower and the Restricted Subsidiaries (dtaken as a whole) no to any Unrestricted Subsidiary. The designation of a any Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately Subsidiary after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary Effective Date shall constitute an Investment by the Borrower (or its applicable Restricted Companies Subsidiary) therein at the date of designation in an amount equal to the net book value (or, in Fair Market Value of the case Borrower’s or the applicable Restricted Subsidiary’s investment therein. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, the Indebtedness or Liens of such Person outstanding Subsidiary existing at such time, (y) a Return on any Investment by the Borrower or its applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such date will be deemed to have been incurred by designation of the Borrower’s or its Subsidiary’s Investment in such Person on such date Subsidiary, and (z) the formation or acquisition of a Restricted Subsidiary for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.055.11.

Designation of Subsidiaries. The Company A Financial Officer of Borrower Representative may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than the Borrowers shall be in pro forma compliance with the case of the designation of a Excluded Unrestricted Subsidiaryfinancial covenant set forth in Section 7.10 whether or not then in effect, immediately (c) after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on no Unrestricted Subsidiary may own any Capital Stock of a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as Subsidiary other than an Unrestricted Subsidiary, (d) no designation Unrestricted Subsidiary may guaranty any Indebtedness of a any Credit Party or any Restricted Subsidiary, (e) neither any Borrower nor any Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA may guaranty any Indebtedness of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (ef) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryrestricted subsidiary” for the purpose of other material indebtedness of the Borrower and its Restricted Subsidiaries; provided, further, that solely in connection with the implementation of the Nexus Unrestricted Structure Transaction, any Permitted Subordinated Indebtednessmember of the Nexus Unrestricted Group may be designated as an Unrestricted Subsidiary without compliance with clause (a) or (b) of the proviso above (and, for the avoidance of doubt, such designations may be made in advance of the consummation of the Nexus Unrestricted Structure Transaction). The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by Borrowers or the applicable relevant Restricted Companies Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book fair market value (or, of all of such Person’s assets and the Investment resulting from such designation must otherwise be in the case compliance with Section 7.2. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. With respect to the assets of Unrestricted Subsidiaries and Restricted Subsidiaries that are Credit Parties being included in the calculation of the Borrowing Base, (a) if a Restricted Subsidiary is designated by Borrowers as an Unrestricted Subsidiary), the Indebtedness assets of such Person outstanding Subsidiary shall immediately be excluded from the Borrowing Base, and (b) if an Unrestricted Subsidiary is designated by Borrowers as a Restricted Subsidiary after the Closing Date, then the assets of such Subsidiary shall not be included in the calculation of the Borrowing Base until (i) Agent consents (such consent not to be unreasonably withheld) to such inclusion (except to the extent such Subsidiary’s assets were previously included in the Borrowing Base) and (ii) Agent has received satisfactory appraisals and field exams with respect to the assets of such Subsidiary, if applicable, as reasonably required by Agent and (iii) the Credit Parties have complied with Section 6.12(a) with respect to such Subsidiary. As of the Closing Date, the Unrestricted Subsidiaries of the Borrowers are set forth on such date will Schedule (6.13). No Subsidiary, other than a member of the Nexus Unrestricted Group, that is a Restricted Subsidiary on the Closing Date may be deemed designated as an Unrestricted Subsidiary at any time. In the event that any member of the Nexus Unrestricted Group is designated an Unrestricted Subsidiary prior to have been incurred by such Person on such date for purposes the consummation of Section 7.03the Nexus Acquisition, but will not the Nexus Acquisition is consummated pursuant to the Nexus Restricted Structure Transaction, then upon the date of the Nexus Acquisition, such Persons shall automatically be considered the sale or issuance of Equity Interests for purposes of Section 7.05redesignated as Restricted Subsidiaries.

Designation of Subsidiaries. The Company Guarantor may at any time (a) designate any Restricted 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 the Guarantor 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 Restricted Subsidiary; provided that that, (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after giving effect to any such designation, (A) no Event of Default shall have occurred and be continuingcontinuing and (B) the combined assets of the Guarantor and its Restricted Subsidiaries represent the majority of all assets of the Guarantor and its Subsidiaries in the aggregate (as shown on the consolidated balance sheet of the Guarantor as of the Guarantor’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available), (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries Guarantor shall be in compliance, on a Pro Forma Basis, compliance with the financial covenants set forth in Section 7.10 Clauses C.13 and C.14 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent and a certificate of a Senior Officer of the Guarantor setting forth in reasonable detail the related calculations demonstrating such complianceshall have been delivered to Ex-Im Bank), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (eiii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after giving effect to such designation, it is would be a “Restricted Subsidiary”, “guarantor” or “borrower” (or similar designation) for the purpose of any Permitted Subordinated IndebtednessIndebtedness of the Guarantor or any of its Restricted Subsidiaries. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the Guarantor or the applicable Restricted Companies Subsidiary therein at the date of designation in an amount equal to the net book fair market value (or, as reasonably determined in good faith by a Senior Officer of the case of any guarantee or similar Investment, the amountGuarantor) of the Guarantor’s or such Restricted Companies’ Investments Subsidiary’s (as applicable) Investment therein. If The designation of any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, the Indebtedness or Liens of such Person outstanding Subsidiary existing at such time and (ii) a return on any Investment by the Guarantor or the applicable Restricted Subsidiary in such Unrestricted Subsidiary in an amount equal to the fair market value (as reasonably determined in good faith by a Senior Officer of the Guarantor) at the date will of such designation of the Guarantor’s or such Restricted Subsidiary’s (as applicable) Investment in such Subsidiary. Any designation by the Guarantor pursuant to this Clause B.10 shall be deemed evidenced to have Ex-Im Bank by promptly delivering to Ex-Im Bank a certificate of a Responsible Official of the Guarantor giving effect to such designation and certifying that such designation complies with the provisions of this Clause B.10. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been incurred by such Person on such date for purposes of Section 7.03, but will re-designated as a Restricted Subsidiary may not be considered subsequently re-designated as an Unrestricted Subsidiary until at least two full Fiscal Quarters have passed since the sale or issuance of Equity Interests for purposes of Section 7.05date such Unrestricted Subsidiary was re-designated as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Company Board of Directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (cii) no Borrower Subsidiary may be designated as an Unrestricted SubsidiarySubsidiary if it has Indebtedness with recourse to any Group Member, (dii) no designation of a Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (eiv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is party to any agreement or contract with any Group Member, unless the terms of such agreement are no less favorable to the applicable Group Member than those that might be obtained from an unaffiliated third-party, (v) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a “Restricted Person with respect to which any Group Member has any direct or indirect obligation to make capital contributions or to maintain such Subsidiary” ’s financial condition, (vi) no Disregarded Domestic Subsidiary may be designated an Unrestricted Subsidiary, (vii) no Subsidiary may be designated an Unrestricted Subsidiary if after giving effect to such designation, the Consolidated Total Net Leverage Ratio for the purpose most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.1(a) or (b) would exceed 3.00 to 1.00 (with such compliance to be determined (x) disregarding the proceeds of any Permitted Subordinated Indebtedness incurred as of the date of such designation in calculating such leverage ratio (it being understood that, if applicable, the use of such proceeds shall be given pro forma effect in such calculation) and (y) as though such designation happened at the beginning of the applicable fiscal period) and (viii) no Unrestricted Subsidiary may engage in any transaction described in Section 7.8 (with respect to the prepayment of any Indebtedness. ) if the Borrower is prohibited from engaging in such transaction. (b) The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein Borrower therein, at the date of designation in an amount equal to the net book fair market value (or, of the Borrower’s investment therein as determined in good faith by the case Board of Directors of the Borrower. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary shall, at the time of such designation, constitute the incurrence of any Indebtedness or Liens of such Subsidiary existing at such time. Upon a redesignation of any Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will Borrower shall be deemed to continue to have been incurred a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s Investment in such Subsidiary at the time of such redesignation less (b) the fair market value of the net assets of such Subsidiary at the time of such redesignation. Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by such Person on such date for purposes the Board of Section 7.03, but will not be considered Directors of the sale or issuance of Equity Interests for purposes of Section 7.05Borrower.

Designation of Subsidiaries. The Company New Holdings may at any time and from time to time after the Effective Date designate any 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) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in such Unrestricted Subsidiary (calculated as an amount equal to the net book sum of (x) the fair market value of the Subsidiary designated immediately prior to such designation (orsuch fair market value to be calculated without regard to any Obligations of such Subsidiary under the Guaranty and Collateral Agreement) and (y) the aggregate principal amount of any Indebtedness owed by the Subsidiary to New Holdings or any of its Subsidiaries immediately prior to such designation, all calculated, except as set forth in the case of any guarantee or similar Investmentparenthetical to clause (x) above, on a consolidated basis in accordance with GAAP), and such Investment shall be permitted under Section 8.7, (iii) following the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation 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 Indebtedness case of the designation of any Subsidiary as an Unrestricted Subsidiary, all of the Accounts of such Person outstanding 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 incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by New Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such date will designation of New Holding’s Investment in such Subsidiary. Such designation shall be deemed to have been incurred by permitted only if an Investment in such Person on amount would be permitted at such date for purposes time, whether as a Restricted Payment and/or a permitted Investment, and if such Subsidiary otherwise meets the definition of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05an “Unrestricted Subsidiary.”

Designation of Subsidiaries. The Company Parent Borrower may at any time designate any Restricted Subsidiary of the Parent Borrower (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries Parent Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (Financial Covenant, and, as a condition precedent to the effectiveness of any such designation, the Company Parent Borrower shall deliver to the Administrative Agent in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, a certificate setting forth in reasonable detail the calculations demonstrating such compliance), compliance and (ciii) no Borrower may such Subsidiary also shall have been or will promptly be designated as an Unrestricted Subsidiary“unrestricted subsidiary” (or otherwise not be subject to the covenants) under the SplitCo Facilities and any Permitted Ratio Debt, (d) no designation Incremental Equivalent Debt, Refinancing Notes or any Refinancing Junior Loans, and any Permitted Refinancing Indebtedness of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA any of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or foregoing (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assetsand successive Permitted Refinancing Indebtedness thereof), in each case determined without regard case, to any Excluded Unrestricted Subsidiary at any time after the extent such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtednessconcept exists therein. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Restricted Companies Parent Borrower therein at the date of designation in an amount equal to the net book fair market value of the Parent Borrower’s or its Subsidiary’s (or, in as applicable) Investment therein (including the case aggregate (undiscounted) principal amount of any guarantee Indebtedness owed by such Subsidiary to any Loan Party or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on at the time of such designation). The Investment resulting from such designation must otherwise be in compliance with Section 6.04. The Parent Borrower may designate any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary at any time by written notice to the Administrative Agent if after giving effect to such designation, the Parent Borrower is in compliance with the Financial Covenant on a Pro Forma Basis, no Event of Default exits or would otherwise result therefrom and the Parent Borrower complies with the obligations under clause (a) of Section 5.10. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence by the Parent Borrower at the time of designation of any Investment, Indebtedness or Liens of such Person outstanding Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such date will be deemed designation of the Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary (without giving effect to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale any write downs or issuance of Equity Interests for purposes of Section 7.05write offs thereof).

Designation of Subsidiaries. (a) The Company board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (cii) no Borrower Subsidiary may be designated as an Unrestricted SubsidiarySubsidiary if it has Indebtedness with recourse to any Group Member, (dii) no designation of a Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (eiv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is party to any agreement or contract with any Group Member, unless the terms of such agreement are no less favorable to the applicable Group Member than those that might be obtained from an unaffiliated third-party, (v) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a “Restricted Person with respect to which any Group Member has any direct or indirect obligation to make capital contributions or to maintain such Subsidiary” for ’s financial condition, (vi) no Disregarded Domestic Subsidiary may be designated an Unrestricted Subsidiary, (vii) no Subsidiary may be designated an Unrestricted Subsidiary if after giving effect to such designation, the purpose Consolidated Total Net Leverage Ratio (calculated disregarding the proceeds of any Permitted Subordinated Indebtedness incurred on such date) as of such date would exceed 3.00 to 1.00 and (viii) no Unrestricted Subsidiary may engage in any transaction described in Section 7.8 (with respect to the prepayment of any Indebtedness. ) if the Borrower is prohibited from engaging in such transaction. (b) The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein Borrower therein, at the date of designation in an amount equal to the net book fair market value (or, of the Borrower’s investment therein as determined in good faith by the case board of directors of the Borrower. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary shall, at the time of such designation, constitute the incurrence of any Indebtedness or Liens of such Subsidiary existing at such time. Upon a redesignation of any Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will Borrower shall be deemed to continue to have been incurred a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s Investment in such Subsidiary at the time of such redesignation less (b) the fair market value of the net assets of such Subsidiary at the time of such redesignation. Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by such Person on such date for purposes the board of Section 7.03, but will not be considered directors of the sale or issuance of Equity Interests for purposes of Section 7.05Borrower.

Designation of Subsidiaries. The Company board of directors (or equivalent governing body or any committee thereof) of the Borrower may at any time designate (or redesignate) any Restricted Subsidiary subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Subsidiary or Unrestricted Subsidiary), (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries Borrower shall be in compliance, compliance with Financial Covenant (whether or not then in effect) calculated on a Pro Forma Basis, with Basis as of the covenants set forth in last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 7.10 5.01(a) or (andb), as a condition precedent applicable, prior to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (eiii) no Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Second Lien Credit Agreement (or any Permitted Subordinated Indebtednessequivalent provision under any documentation governing any Second Lien Facility), any Incremental Equivalent Debt, any “Incremental Equivalent Debt” (as defined under the Second Lien Credit Agreement (or any equivalent provision under any documentation governing any Second Lien Facility)) or any Ratio Debt with an aggregate principal amount in excess of the Threshold Amount (or any Refinancing Indebtedness in respect of any of the foregoing or in respect of any Indebtedness permitted under clause (a) of Section 6.01), in each case where the documentation thereunder provides for the ability to designate restricted and unrestricted subsidiaries, and (iv) no Unrestricted Subsidiary shall own any Capital Stock of the Borrower or any Subsidiary. The designation of any Subsidiary (other than a Securitization Vehicle) subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or its applicable Restricted Companies Subsidiary therein at the date of designation in an amount equal to the portion of the fair market value of the net book value assets of such Person attributable to the Borrower’s or its applicable Subsidiary’s equity interest therein as reasonably estimated by the Borrower (or, in and such designation shall only be permitted to the case extent such Investment is permitted under Section 6.06). The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence or making at the time of designation of any Investments, Indebtedness or Liens of such Subsidiary existing at such time; provided that upon a re-designation of such Unrestricted Subsidiary as a Subsidiary), the Indebtedness Borrower shall be deemed to continue to have an Investment in the re-designated Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Person at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Person outstanding on attributable to the Borrower’s equity therein at the time of such date will be deemed to have been incurred by such Person on such date for purposes re-designation. As of Section 7.03the Closing Date, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05there are no Unrestricted Subsidiaries.

Designation of Subsidiaries. The Company Board of Directors of the Borrower may at any time designate any Restricted Subsidiary as of the Borrower (including any newly acquired or newly formed Subsidiary of the Borrower) to be an Unrestricted Subsidiary unless such Subsidiary or any Unrestricted of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Borrower or any other Subsidiary as of the Borrower that is not a Restricted SubsidiarySubsidiary of the Subsidiary to be so designated; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately before and after giving effect to such designation, the Company and its Consolidated Subsidiaries Borrower shall be in compliance, compliance on a Pro Forma BasisBasis with Article VI, with the covenants set forth whether or not in Section 7.10 (and, as a condition precedent to the effectiveness of any effect at such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)time, (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (eiii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Term Facility, the Second Lien Facility, the Senior Notes, or any Permitted Subordinated Indebtednessother Junior Financing or any other Indebtedness of any Loan Party and (iv) prior to the designation of a Subsidiary owning assets included in the Borrowing Base with a value in excess of $5,000,000 as an Unrestricted Subsidiary, the Borrower shall deliver to the Administrative Agent and the FILO Agent an updated Borrowing Base Certificate demonstrating that, after giving pro forma effect to such designation, the aggregate principal amount of Revolving Credit Outstandings does not exceed the aggregate Maximum Credit at such time. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value as determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (oras applicable) Investment therein. The Board of Directors of the Borrower may at any time designate or re-designate any Unrestricted Subsidiary of the Borrower to be a Restricted Subsidiary, so long as such designation or re-designation would not result in the case an Event of Default. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Person outstanding Subsidiary existing at such time and a return on any Investment by the Borrower in such Unrestricted Subsidiary 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 will be deemed to have of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been incurred by such Person on such date for purposes of Section 7.03, but will re-designated a Restricted Subsidiary may not be considered the sale or issuance subsequently re-designated as an Unrestricted Subsidiary, unless such re-designation would not result in an Event of Equity Interests for purposes of Section 7.05Default.

Designation of Subsidiaries. The Company Board of Directors of the Borrower may at any time designate any Restricted Subsidiary as of the Borrower (including any newly acquired or newly formed Subsidiary of the Borrower) to be an Unrestricted Subsidiary unless such Subsidiary or any Unrestricted of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Borrower or any other Subsidiary as of the Borrower that is not a Restricted SubsidiarySubsidiary of the Subsidiary to be so designated; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately before and after giving effect to such designation, the Company and its Consolidated Subsidiaries Borrower shall be in compliance, compliance on a Pro Forma BasisBasis with Article VI, with the covenants set forth whether or not in Section 7.10 (and, as a condition precedent to the effectiveness of any effect at such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiarytime, and (eiii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Term Facility, the Senior Notes, or any Permitted Subordinated Indebtednessother Junior Financing or any other Indebtedness of any Loan Party. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value as determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (oras applicable) Investment therein. The Board of Directors of the Borrower may at any time designate or re-designate any Unrestricted Subsidiary of the Borrower to be a Restricted Subsidiary, so long as such designation or re-designation would not result in the case an Event of Default. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Person outstanding Subsidiary existing at such time and a return on any Investment by the Borrower in such Unrestricted Subsidiary 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 will be deemed to have of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been incurred by such Person on such date for purposes of Section 7.03, but will re-designated a Restricted Subsidiary may not be considered the sale or issuance subsequently re-designated as an Unrestricted Subsidiary, unless such re-designation would not result in an Event of Equity Interests for purposes of Section 7.05Default.

Designation of Subsidiaries. The Company board of directors of Amscan may at any time designate any Restricted Subsidiary subsidiary of Amscan as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that provided, that, (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries Payment Conditions shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)have been satisfied, (c) no Borrower Amscan may not be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if it is a “Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) ” for the Consolidated EBITDA purpose of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated AssetsSenior Secured Term Loan Facility, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted was previously designated an Unrestricted Subsidiary” for , (f) no Unrestricted Subsidiary shall own any Capital Stock in Amscan or its Subsidiaries, (g) no Unrestricted Subsidiary shall hold any Indebtedness of, or any Lien on any property of, any Borrower or its Subsidiaries, (h) the purpose holder of any Permitted Subordinated Indebtedness of any Unrestricted Subsidiary shall not have any recourse to any Borrower or its Subsidiaries with respect to such Indebtedness, except as permitted pursuant to this Agreement, (i) no Unrestricted Subsidiary shall be a party to any transaction or arrangement with any Borrower or its Subsidiaries that would not be permitted by Section 6.11, and (j) 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 (other than a Securitization Vehicle) subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Amscan therein at the date of designation in an amount equal to the net book value of Amscan’s investment therein (or, in and such designation shall only be permitted to the case extent such Investment is permitted under Section 6.07). The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Person outstanding on Subsidiary existing at such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05time.

Designation of Subsidiaries. The Company Board of Directors of the Borrower may at any time designate any Restricted Subsidiary as of the Borrower (including any newly acquired or newly formed Subsidiary of the Borrower) to be an Unrestricted Subsidiary unless such Subsidiary or any Unrestricted of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Borrower or any other Subsidiary as of the Borrower that is not a Restricted SubsidiarySubsidiary of the Subsidiary to be so designated; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately before and after giving effect to such designation, the Company and its Consolidated Subsidiaries Total Leverage Ratio shall not be in compliance, on a greater than 4.50 to 1.00 after giving Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a SubsidiaryEffect thereto, and (eiii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Second Lien Facility, the ABL Facility, the Senior Notes, or any Permitted Subordinated Indebtednessother Junior Financing or any other Indebtedness of any Loan Party. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value as determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (oras applicable) Investment therein. The Board of Directors of the Borrower may at any time designate or re-designate any Unrestricted Subsidiary of the Borrower to be a Restricted Subsidiary, so long as such designation or re-designation would not result in the case an Event of Default. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Person outstanding Subsidiary existing at such time and a return on any Investment by the Borrower in such Unrestricted Subsidiary 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 will be deemed to have of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been incurred by such Person on such date for purposes of Section 7.03, but will re-designated a Restricted Subsidiary may not be considered the sale or issuance subsequently re-designated as an Unrestricted Subsidiary, unless such re-designation would not result in an Event of Equity Interests for purposes of Section 7.05Default.

Designation of Subsidiaries. The Company A Financial Officer of Borrower Representative may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, and (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company Borrowers and its Consolidated their Restricted Subsidiaries shall have Excess Availability (after giving Pro Forma Effect to such designation) of not less than $75,000,000 and be in compliance, on a Pro Forma BasisBasis after giving effect to such designation, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company Borrower Representative shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance); provided, (c) however, under no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation circumstances shall the aggregate amount of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the all Unrestricted Subsidiaries would at any time exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Borrowers and their respective Restricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes on a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtednessconsolidated basis. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by Borrowers or the applicable relevant Restricted Companies Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book fair market value (or, of all such Person’s assets and the Investment resulting from such designation must otherwise be in the case compliance with Section 7.2. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. Notwithstanding anything to the contrary contained herein, no Borrower or any other Subsidiary listed on Schedule (6.16) as not being permitted to be an Unrestricted Subsidiary shall be designated as an Unrestricted Subsidiary). With respect to the assets of Unrestricted Subsidiaries and Restricted Subsidiaries that are Credit Parties being included in the calculation of the Borrowing Base, (a) if a Restricted Subsidiary is designated by Borrowers as an Unrestricted Subsidiary, the Indebtedness assets of such Person outstanding on Subsidiary shall immediately be excluded from the Borrowing Base, and (b) if an Unrestricted Subsidiary is designated by Borrowers as a Restricted Subsidiary after the Closing Date, then the assets of such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will Subsidiary shall not be considered included in the sale or issuance calculation of Equity Interests for purposes the Borrowing Base until (i) Co-Collateral Agents consent (such consent not to be unreasonably withheld) to such inclusion (except to the extent such Subsidiary’s assets were previously included in the Borrowing Base) and (ii) Co-Collateral Agents have received satisfactory appraisals and field exams with respect to the assets of such Subsidiary, if applicable, as reasonably required by Co-Collateral Agents and (iii) the Credit Parties have complied with Section 7.056.15(a) with respect to such Subsidiary. As of the Closing Date, the Unrestricted Subsidiaries of the Borrowers are set forth on Schedule (6.16).

Designation of Subsidiaries. The Company board of directors (or equivalent governing body) of the Parent Borrower may at any time after the Closing Date designate (or redesignate) any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designationdesignation or redesignation, no Default shall have occurred or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and be continuingLiens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) other than in the case of the designation of designating a Excluded Restricted Subsidiary to be an Unrestricted Subsidiary or redesignating an Unrestricted Subsidiary to be a Restricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth applicable Investment is permitted under one or more clauses in Section 7.10 6.06 (and, as a condition precedent to selected by the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth Parent Borrower in reasonable detail the calculations demonstrating such complianceits sole discretion), (ciii) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the purpose of any Permitted Subordinated Indebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) ABL Credit Agreement unless also being designated as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at thereunder, and (iv) as of the date of the designation or redesignation thereof, no Unrestricted Subsidiary shall own any Capital Stock in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) Restricted Subsidiary of the Restricted Companies’ Investments therein. If any Person becomes a Parent Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any date after property of the Restatement Effective Date Parent Borrower or its Restricted Subsidiaries (including by redesignation of an Unrestricted unless the Parent Borrower or such Restricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will be deemed is permitted to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05.incur

Designation of Subsidiaries. The Company Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company Borrower and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, pro forma compliance with each of the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)6.7, (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (eiii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtednessthe Senior Credit Agreement or the documentation relating to the Permanent Debt, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (v) Borrower shall deliver to Administrative Agent at least five Business Days prior to such designation a certificate of an Authorized Officer of Borrower certifying as to compliance with the foregoing clauses (i) through (iv) of this Section 5.13 and, if applicable, certifying that such subsidiary meets the requirements of an “Unrestricted Subsidiary”. The designation of any Subsidiary (other than a Securitization Vehicle) subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book fair market value of Borrower’s Investment therein; provided that upon a redesignation of such subsidiary as a Restricted Subsidiary, Borrower shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (orif positive) equal to (i) the lesser of (A) the fair market value of Investments of Borrower and its Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the fair market value of Investments of Borrower and its Subsidiaries made in connection with the case designation of any guarantee or similar Investment, such Subsidiary as an Unrestricted Subsidiary minus (ii) the amountportion (proportionate to Borrower’s and its Subsidiaries’ Equity Interest in such Subsidiary) of the Restricted Companies’ Investments thereinfair market value of the net assets of such Subsidiary at the time of such redesignation. If The designation of any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Person outstanding on Subsidiary existing at such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05time.

Designation of Subsidiaries. The Company Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by delivering to the Administrative Agent a certificate of an Responsible Officer of the Borrower specifying such designation and certifying that the conditions to such designation set forth in this Section 6.15 are satisfied; provided that that: (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after giving effect to any such designation, no Default or Event of Default shall have occurred and be continuing, ; (b) other than in the case of the designation of a Excluded Subsidiary as an Unrestricted Subsidiary, immediately (i) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, the Borrower or any of its Restricted Subsidiaries and (ii) neither the Borrower nor any of its Restricted Subsidiaries shall at any time be directly or indirectly liable for any Indebtedness of such Unrestricted Subsidiary that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of such Unrestricted Subsidiary (including any right to take enforcement action against such Subsidiary); and (c) after giving effect to such designation, the Company and its Consolidated Subsidiaries Borrower shall be in compliance, compliance with Minimum Liquidity Test on a Pro Forma Basis, with the covenants set forth in Section 7.10 (pro forma basis; and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryrestricted subsidiary” for pursuant to the purpose terms of any Permitted Subordinated other Indebtedness of the Borrower or any of its Subsidiaries; provided that the foregoing requirement shall apply only to the extent that the Borrower or any Subsidiary has the ability under such documents to designate any such Restricted Subsidiary as an “unrestricted subsidiary” under the terms of such other Indebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Restricted Companies therein at Borrower in such Subsidiary on the date of designation in an amount equal to the net book value (or, in Fair Market Value of the case Borrower’s Investment therein. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary shall constitute the incurrence at the time of designation of any Investment, the Indebtedness or Liens of such Person outstanding on Subsidiary existing at such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05time.

Designation of Subsidiaries. The Company may Solely in the Borrower’s discretion, at any time and from time to time, designate (or re-designate) any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or designate (or re-designate) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that: (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation (or re-designation), (i) no Event of Default shall have occurred and be continuing, continuing and (bii) other than the Borrower shall be in compliance with the case of Financial Covenant (whether or not then required to be tested) for the designation of most recently ended Test Period on a Excluded Unrestricted Subsidiary, immediately Pro Forma Basis after giving effect to such designation, ; (b) the Company and its Consolidated Subsidiaries fair market value of the Subsidiary to be designated (or re-designated) as an Unrestricted Subsidiary at such time shall be treated as an Investment by the Borrower in compliance, on a Pro Forma Basis, such Unrestricted Subsidiary at such time in accordance with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), 7.02; (c) no the Subsidiary to be designated (or re-designated) as an Unrestricted Subsidiary shall be treated in a substantially similar fashion (as determined by the Borrower may in good faith) as an “unrestricted subsidiary” under any Incremental Equivalent Debt, Permitted Ratio Debt or Incurred Acquisition Ratio Debt or any Permitted Refinancing of the foregoing, as applicable; (d) the Subsidiary to be designated (or re-designated) as an Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests of, or hold a Lien on any property of, any Loan Party or any other Restricted Subsidiary (other than another Restricted Subsidiary that is also being designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and time); and (e) no the Subsidiary may to be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of does not own, and does not hold an exclusive license with respect to, any Permitted Subordinated IndebtednessMaterial Intellectual Property. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s or its Subsidiary’s (or, in as applicable) Investment therein as reasonably estimated by the case Borrower (and such designation shall only be permitted to the extent such Investment is otherwise permitted under Section 7.02). The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes Unrestricted Subsidiary as a Restricted Subsidiary on shall constitute the incurrence or making, as applicable, at the time of designation of any date after the Restatement Effective Date (including by then- existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable; provided that upon a redesignation of an any Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will Borrower shall be deemed to continue to have been incurred by an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s Investment in such Person on Restricted Subsidiary at the time of such date re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation. Notwithstanding anything to the contrary herein or in any other Loan Document, (i) Unrestricted Subsidiaries will not be subject to the representations and warranties, covenants, Defaults or Events of Default provisions of the Loan Documents, (ii) the results of operations and indebtedness of Unrestricted Subsidiaries will not be taken into account for purposes of Section 7.03determining any financial ratio or covenant contained in the Loan Documents, but and (iii) the cash and Cash Equivalents of any Unrestricted Subsidiary will not be considered the sale or issuance of Equity Interests taken into account for purposes of Section 7.05any net debt calculation under the Loan Documents (except to the extent distributed or otherwise transferred to the Borrower or any of its Restricted Subsidiaries).

Designation of Subsidiaries. The Company may at any time designate any of its Restricted Subsidiary Subsidiaries as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, (x) no Default or Event of Default shall have occurred and be continuing, continuing or would immediately result from such designation and (by) other than the Company shall be in pro forma compliance with the case of the designation of a Excluded Unrestricted Subsidiary, immediately covenant set forth in Section 4.13 after giving effect to such designation, the Company designation and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is designated as a “Restricted Subsidiary under the Remaining Term Loan (or any Refinancing Facilities in respect thereof). The Company may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) such Restricted Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Company or any other Subsidiary (other than (x) any Subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness). The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment investment by the applicable Restricted Companies parent company of such Subsidiary therein under Section 4.12(e) at the date of designation in an amount equal to the net book value (or, in the case of such parent company’s investment therein. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time. Notwithstanding anything in this Indenture to the contrary (including Section 4.12(e)), none of the Indebtedness Company or any of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03its Restricted Subsidiaries may invest, but will exclusively license or otherwise transfer Intellectual Property to, and Intellectual Property may not be considered the sale or issuance of Equity Interests for purposes of Section 7.05owned by, any Unrestricted Subsidiary.”

Designation of Subsidiaries. The Company Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company continuing or would result therefrom and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) such Subsidiary also shall have been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to the Total Assets covenants) under the Senior Notes, any Incremental Equivalent Debt, Permitted External Refinancing Indebtedness, any Credit Agreement Refinancing Indebtedness and any Permitted Refinancing of all Unrestricted Subsidiaries would exceed 5% any of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, foregoing (and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any successive Permitted Subordinated IndebtednessRefinancing thereof). The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary on or after the Restatement Date shall constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s or its Subsidiary’s (or, in as applicable) Investment therein (including the case aggregate (undiscounted) principal amount of any guarantee Indebtedness owed by such Subsidiary to any Loan Party or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on at the time of such designation). The Investment resulting from such designation must otherwise be in compliance with Section 7.02. The Borrower may designate any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary at any time by written notice to the Administrative Agent if after giving effect to such designation, no Default Event of Default exists or would otherwise result therefrom and the Borrower complies with the obligations under clause (a) of Section 6.14. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence by the Borrower at the time of designation of any Investment, Indebtedness or Liens of such Person outstanding Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in any Unrestricted Subsidiary pursuant to the above in an amount equal to the fair market value at the date of such date will designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary (without giving effect to any write downs or write offs thereof). All designations and revocations occurring after the Restatement Date must be deemed evidenced by an officer’s certificate of Borrower delivered to have been incurred by Administrative Agent with the Responsible Officer so executing such Person on such date for purposes certificate certifying compliance with the foregoing provisions of this Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.056.15.

Designation of Subsidiaries. The Company Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company continuing or would result therefrom and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) such Subsidiary also shall have been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to the Total Assets covenants) under the Senior Notes, any Incremental Equivalent Debt, Permitted External Refinancing Indebtedness, any Credit Agreement Refinancing Indebtedness and any Permitted Refinancing of all Unrestricted Subsidiaries would exceed 5% any of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, foregoing (and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any successive Permitted Subordinated IndebtednessRefinancing thereof). The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary on or after the Restatement Date shall constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s or its Subsidiary’s (or, in as applicable) Investment therein (including the case aggregate (undiscounted) principal amount of any guarantee Indebtedness owed by such Subsidiary to any Loan Party or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on at the time of such designation). The Investment resulting from such designation must otherwise be in compliance with Section 7.02. The Borrower may designate any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary at any time by written notice to the Administrative Agent if after giving effect to such designation, no Default or Event of Default exists or would otherwise result therefrom and the Borrower complies with the obligations under clause (a) of Section 6.14. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence by the Borrower at the time of designation of any Investment, Indebtedness or Liens of such Person outstanding Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in any Unrestricted Subsidiary pursuant to the above in an amount equal to the fair market value at the date of such date will designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary (without giving effect to any write downs or write offs thereof). All designations and revocations occurring after the Restatement Date must be deemed evidenced by an officer’s certificate of Borrower delivered to have been incurred by Administrative Agent with the Responsible Officer so executing such Person on such date for purposes certificate certifying compliance with the foregoing provisions of this Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.056.15.

Designation of Subsidiaries. (a) The Company Parent Borrower may at any time designate any Restricted Subsidiary (other than any Credit Party) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that by written notice to the Administrative Agent. Any such designation shall be subject to (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than the representations and warranties in the case of Loan Documents are true and correct in all material respects (or with respect to any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) and (c) the designation of Parent Borrower shall be in compliance with the financial covenants set forth in Section 9.1 on a Excluded Unrestricted Subsidiary, immediately pro forma basis after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, designation as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% last day of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a)(i) or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtednessa)(ii). The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Parent Borrower and its Restricted Companies Subsidiaries therein at the date of designation in an amount equal to the net book fair market value (or, as determined in good faith by the case of any guarantee or similar Investment, the amountParent Borrower) of the Parent Borrower’s or its Restricted Companies’ Investments Subsidiary’s (as applicable) Investment therein. If . (b) The Parent Borrower may designate any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary by written notice to the Administrative Agent provided that at least three (3) days prior to such designation, the Indebtedness Parent Borrower shall deliver to the Administrative Agent all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering requirements, including the USA Patriot Act, with respect to such Restricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt, Investments and/or Liens of such Person outstanding on Subsidiary existing at such date will time. No Restricted Subsidiary may be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary.

Designation of Subsidiaries. The Company (a) he Parent Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to any Group Member (other than usual and customary carve out matters in connection with a receivables or similar securitization for which the Parent Borrower provides an unsecured guarantee with respect to fraud, misappropriation, breaches of representations and warranties and misapplication for which no claim for payment or performance thereof has been made that would constitute a liability of the Parent Borrower in accordance with GAAP), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary; provided that any Restricted Subsidiary designated as an Unrestricted Subsidiary prior to or as of the Amendment and Restatement Effective Date may be redesignated as a Restricted Subsidiary after the Amendment and Restatement Effective Date and subsequently as an Unrestricted Subsidiary, but no further redesignations with respect to such Subsidiary shall be permitted, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a “Restricted Person with respect to which any Group Member has any direct or indirect obligation to make capital contributions or to maintain such Subsidiary” ’s financial condition, (v) after giving effect to such designation, the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1 for the purpose most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1, on a pro forma basis, giving effect to the respective designation (as well as all other designations of any Permitted Subordinated Indebtedness. Unrestricted Subsidiaries and Restricted Subsidiaries consummated during the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1), (vi) no Subsidiary may be designated an Unrestricted Subsidiary if, after giving effect to such designation, Unrestricted Subsidiaries have, in the aggregate, (x) at the last day of the Reference Period most recently ended, total assets equal to or greater than 7.5% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date or (y) revenues during such Reference Period equal to or greater than 7.5% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP and (vii) no Borrower may be designated as an Unrestricted Subsidiary. (b) The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein Parent Borrower therein, at the date of designation in an amount equal to the net book fair market value (or, of the Parent Borrower’s investment therein as determined in good faith by the case board of directors of the Parent Borrower. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary shall, at the time of such designation, constitute the incurrence of any Indebtedness of or Liens on such Subsidiary existing at such time. Upon a redesignation of any Subsidiary as a Restricted Subsidiary, the Investments of the Parent Borrower in Unrestricted Subsidiaries shall be reduced by the fair market value of the Parent Borrower’s Investment in such Subsidiary at the time of such redesignation (as determined in good faith by the board of directors of the Parent Borrower) (it being understood that such reduction shall not exceed the Parent Borrower’s initial Investment in such Subsidiary, less returns on such Investment received by the Parent Borrower). Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the board of directors of the Parent Borrower. (c) If, as of the last day of any Reference Period ended after the Amendment and Restatement Effective Date, Unrestricted Subsidiaries have, in the aggregate, (i) total assets at such day equal to or greater than 7.5% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date or (ii) revenues during such Reference Period equal to or greater than 7.5% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP, then the Parent Borrower shall, no later than five Business Days subsequent to the date on which financial statements for such fiscal period are delivered pursuant to this Agreement, designate in writing to the Administrative Agent one or more of such Unrestricted Subsidiaries as Restricted Subsidiaries in accordance with Section 6.13(a) such that, following such designation(s), Unrestricted Subsidiaries have, in the Indebtedness aggregate (i) total assets at the last day of such Person outstanding on Reference Period of less than 7.5% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date will be deemed to have been incurred by and (ii) total revenues during such Person on Reference Period of less than 7.5% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such date for purposes of Section 7.03period, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05in each case determined in accordance with GAAP.

Designation of Subsidiaries. (a) The Company Parent Borrower may at any time designate any Restricted Subsidiary (other than any Credit Party) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that by written notice to the Administrative Agent. Any such designation shall be subject to (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than the representations and warranties in the case of the designation of a Excluded Unrestricted SubsidiaryLoan Documents are true and correct in all material respects (or with respect to any representations and warranties qualified by materiality or Material Adverse Effect, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such complianceall respects), (c) no Unrestricted Subsidiary may own or lease any Intellectual Property material to the Parent Borrower may be designated as an Unrestricted Subsidiary, and the Restricted Subsidiaries and (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, the Parent Borrower shall be effective ifin compliance with the financial covenants set forth in Section 9.1 and a Consolidated Net Leverage Ratio of not greater than 4.00 to 1.00, immediately in each case, on a pro forma basis after giving effect to such designation, (i) the Consolidated EBITDA designation as of the Unrestricted Subsidiaries would exceed 10% last day of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a)(i) or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtednessa)(ii). The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Parent Borrower and its Restricted Companies Subsidiaries therein at the date of designation in an amount equal to the net book fair market value (or, as determined in good faith by the case of any guarantee or similar Investment, the amountParent Borrower) of the Parent Borrower’s or its Restricted Companies’ Investments Subsidiary’s (as applicable) Investment therein. If . (b) The Parent Borrower may designate any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary by written notice to the Administrative Agent provided that at least three (3) days prior to such designation, the Indebtedness Parent Borrower shall deliver to the Administrative Agent all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering requirements, including the USA Patriot Act, with respect to such Restricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt, Investments and/or Liens of such Person outstanding on Subsidiary existing at such date will time. No Restricted Subsidiary may be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary.

Designation of Subsidiaries. The Company Board of Directors of the Borrower may at any time designate any Restricted Subsidiary as to be an Unrestricted Subsidiary or any Unrestricted Subsidiary as if that designation would not cause a Default. If a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be is designated as an Unrestricted Subsidiary, (di) no the aggregate Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 6.1 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower in its discretion and (ii) any Guarantee by the Borrower or any Restricted Subsidiary thereof of any Indebtedness of the Restricted Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by the Borrower or such Restricted Subsidiary (or both, if applicable) at the time of such designation. That designation will only be permitted if the Investment and/or incurrence of Indebtedness would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by filing with the Administrative Agent a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 6.1 hereof. The Board of Directors of the Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 6.3 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default would be in existence following such designation, and as a result of such designation. Notwithstanding the foregoing, the Borrower may at any time and from time to time designate any Designated Entity, by written notice to the Administrative Agent, as an Unrestricted Subsidiary, other than and any such Subsidiary shall upon such notice immediately be designated and deemed an Excluded Unrestricted Subsidiary, without any further action by the Borrower (and, for the avoidance of doubt, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA not require delivery of a resolution of the Board of Directors or of an Officers’ Certificate) (each, a “Specified Unrestricted Subsidiary Designation”). The aggregate Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in such Designated Entities so designated as Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assetswill, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, as calculated and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value extent permitted by clause (or, in the case of any guarantee or similar Investment, the amountr) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation definition of an Unrestricted Subsidiary as a Restricted Subsidiary)Permitted Investments, the Indebtedness of such Person outstanding on such date will be deemed to have been incurred by be an Investment made as of the time of such Person on Specified Unrestricted Subsidiary Designation under such date clause (r), and not reduce the amount available for purposes Restricted Payments under Section 6.1 hereof. Notwithstanding the foregoing, as of Section 7.03the Closing Date, but will not be considered the sale or issuance each of Equity Interests for purposes of Section 7.05T-Mobile Handset Funding LLC and T-Mobile Airtime Funding LLC is an Unrestricted Subsidiary.

Designation of Subsidiaries. The Company Board of Directors of the Borrower may at any time designate any Restricted Subsidiary as of the Borrower (including any newly acquired or newly formed Subsidiary of the Borrower) to be an Unrestricted Subsidiary unless such Subsidiary or any Unrestricted of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Borrower or any other Subsidiary as of the Borrower that is not a Restricted SubsidiarySubsidiary of the Subsidiary to be so designated; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately before and after giving effect to such designation, the Company and its Consolidated Subsidiaries Borrower shall be in compliance, compliance on a Pro Forma BasisBasis with Article VI, with the covenants set forth whether or not in Section 7.10 (and, as a condition precedent to the effectiveness of any effect at such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiarytime, and (eiii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Term Facility, the Senior Notes, or any Permitted Subordinated Indebtednessother Junior Financing or any other Indebtedness of any Loan Party and (iv) prior to the designation of a Subsidiary owning assets included in the Borrowing Base with a value in excess of $5,000,000 as an Unrestricted Subsidiary, the Borrower shall deliver to the Administrative Agent an updated Borrowing Base Certificate demonstrating that, after giving pro forma effect to such designation, the aggregate principal amount of Revolving Credit Outstandings does not exceed the aggregate Maximum Credit at such time. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value as determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (oras applicable) Investment therein. The Board of Directors of the Borrower may at any time designate or re-designate any Unrestricted Subsidiary of the Borrower to be a Restricted Subsidiary, so long as such designation or re-designation would not result in the case an Event of Default. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Person outstanding Subsidiary existing at such time and a return on any Investment by the Borrower in such Unrestricted Subsidiary 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 will be deemed to have of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been incurred by such Person on such date for purposes of Section 7.03, but will re-designated a Restricted Subsidiary may not be considered the sale or issuance subsequently re-designated as an Unrestricted Subsidiary, unless such re-designation would not result in an Event of Equity Interests for purposes of Section 7.05Default.

Designation of Subsidiaries. The Company may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, the Senior Subordinated Notes, any Permitted Refinancing Notes or any Subordinated IndebtednessIndebtedness or if such Subsidiary (or any of its Subsidiaries) has at such time of designation or thereafter creates, incurs, assumes or guarantees, any Indebtedness that is recourse to the Company or any Restricted Subsidiary, (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (d) the Borrower shall deliver to the Administrative Agent at least five Business Days prior to such designation a certificate of a Responsible Officer of the Borrower, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary” and (e) at least three days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering requirements, including the PATRIOT Act, with respect to such Restricted Subsidiary. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Company and its Restricted Companies Subsidiaries therein at the date of designation in an amount equal to the net book fair market value (or, in of the case Company’s Investment therein; provided that upon a redesignation of any guarantee or similar Investmentsuch Subsidiary as a Restricted Subsidiary, the amountCompany shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of Investments of the Company and its Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the fair market value of Investments of the Company and its Subsidiaries made in connection with the designation of such Subsidiary as an Unrestricted Subsidiary minus (ii) the portion (proportionate to the Company’s and its Subsidiaries’ Equity Interest in such Subsidiary) of the Restricted Companies’ Investments thereinfair market value of the net assets of such Subsidiary at the time of such redesignation. If The designation of any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Person outstanding on Subsidiary existing at such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05time.

Designation of Subsidiaries. The Company board of directors of the Borrower Agent may at any time designate any Restricted Subsidiary subsidiary of any Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, Fixed Charge Coverage Ratio is at least 1.00 to 1.00 calculated on a Pro Forma Basis, with Basis as of the covenants set forth in last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)5.01, (ciii) no Borrower may be designated as an Unrestricted Subsidiary, (div) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness constituting Material Indebtedness, (v) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in a Parent Company, the Borrower Agent or its Subsidiaries or hold any Indebtedness of, or any Lien on any property of a Parent Company, the Borrower Agent or its Subsidiaries, (vi) the holder of any Indebtedness of any Unrestricted Subsidiary shall not have any recourse to the a Parent Company, Borrower Agent or its Subsidiaries with respect to such Indebtedness and (vii) no Subsidiary that owns, or exclusively licenses from a third party, any Material Intellectual Property at the time of designation may be designated after the Closing Date as an Unrestricted Subsidiary. The designation of any Subsidiary (other than a Securitization Vehicle) subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Borrower Agent therein at the date of designation in an amount equal to the net book value portion (or, proportionate to the Borrower Agent’s equity interest in the case of any guarantee or similar Investment, the amountsuch subsidiary) of the Restricted Companies’ Investments therein. If any Person becomes fair market value of the net assets of such Subsidiary (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.07); provided, that upon a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an such Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will Borrower Agent shall be deemed to continue to have been incurred by a permanent Investment in a Subsidiary in an amount (if positive) equal to (a) the Borrower Agent’s “Investment” in such Person on Subsidiary at the time of such date for purposes redesignation, less (b) the portion (proportionate to the Borrower Agent’s equity interest in such Subsidiary) of Section 7.03, but will not be considered the sale fair market value of the net assets of such Subsidiary at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or issuance Liens of Equity Interests for purposes of Section 7.05such Subsidiary existing at such time.

Designation of Subsidiaries. The Company (a) Subject to clauses (b) and (c) below, the Parent Borrower may at any time designate any Restricted Subsidiary (other than the Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness. The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Borrowers therein at the date of designation in an amount equal to the net book fair market value (or, in of the case Borrowers’ investment therein. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes Unrestricted Subsidiary as a Restricted Subsidiary on shall constitute the incurrence at the time of designation of any date after the Restatement Effective Date Indebtedness or Liens of such Subsidiary existing at such time. (including by redesignation of b) The Parent Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary), in each case unless no Specified Event of Default shall have occurred or be continuing. (i) The Parent Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary unless such Restricted Subsidiary does not own or hold an exclusive license to, any IP Rights constituting Collateral, in each case, that is material to the Indebtedness business of the Borrowers and its Restricted Subsidiaries, taken as a whole and (ii) the Borrowers and their respective Restricted Subsidiaries shall not be permitted to transfer to any Unrestricted Subsidiary legal or beneficial ownership of, or an exclusive license to, any IP Rights constituting Collateral, in each case, that is material to the business of the Borrowers and their respective Restricted Subsidiaries, taken as a whole; provided that the foregoing shall not be deemed or interpreted to restrict any exclusive licenses granted to such Restricted Subsidiary for a legitimate business purpose that is only exclusive with respect to a particular type or field (or types or fields) of usage or a certain territory or group of territories, in each case that does not effectively result in the transfer of beneficial ownership of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05IP Rights.

Designation of Subsidiaries. The Company Board of Directors or similar governing body of the Ultimate General Partner (in its capacity as general partner of the General Partner, in its capacity as general partner of the Borrower) may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default or Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company Borrower and its Consolidated Restricted Subsidiaries shall be in compliance, on a Pro Forma Basispro forma basis, with Section 5.11(a) (as though the covenants set forth in Section 7.10 (effective date of such designation were the last day of a fiscal quarter of the Borrower) and, as a condition precedent to the effectiveness of any such designation, the Company Borrower shall deliver to the Administrative Agent a certificate of the Chief Financial Officer, Treasurer or Controller of the Ultimate General Partner (in its capacity as general partner of the General Partner, in its capacity as general partner of the Borrower) setting forth in reasonable detail the calculations demonstrating such compliance), (ciii) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is was previously designated an Unrestricted Subsidiary, (iv) no Subsidiary of an Unrestricted Subsidiary may be designated as a “Restricted Subsidiary” for , (v) no Subsidiary that owns any Equity Securities or Indebtedness of, or owns or holds any Lien on, any property of the purpose Borrower or any Restricted Subsidiary (other than any Subsidiary of the Subsidiary to be so designated), may be designated an Unrestricted Subsidiary, (vi) each Subsidiary to be so designated as an Unrestricted Subsidiary, and 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 Permitted Subordinated IndebtednessIndebtedness pursuant to which the lender or other creditor has recourse to any assets of the Borrower or any Restricted Subsidiary other than the Equity Securities in such Unrestricted Subsidiary and its Subsidiaries, and (vii) no primary operating Subsidiary of the Borrower may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Person outstanding on Subsidiary existing at such date time. If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter automatically cease to be an Unrestricted Subsidiary and shall constitute a Restricted Subsidiary for all purposes of this Agreement, and (among other things) 33 any Indebtedness and Liens of such Subsidiary will be deemed to have been be incurred by a Restricted Subsidiary of the Borrower as of such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05date.

Designation of Subsidiaries. (a) The Company Board of Directors of the Administrative Borrower may at any time designate any Restricted Subsidiary as of the Administrative Borrower (other than a Co-Borrower) to be an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary of the Administrative Borrower; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation (or re-designation), no Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated Subsidiary as an Unrestricted Subsidiary, (dx) no the Subsidiary to be so designated does not (directly, or indirectly, through its Subsidiaries) at such time own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, the Administrative Borrower or any of its Restricted Subsidiaries, (y) the Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as described in the immediately succeeding sentence is permitted by Sections 6.04(n) and/or (o) and (z) the Subsidiary to be so designated does not own any assets included in the Borrowing Base, (iii) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately before and after giving effect to such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets total assets of all Unrestricted Subsidiaries would exceed 5(excluding intercompany accounts with other Unrestricted Subsidiaries to be so designated at such time and investments in Subsidiaries of such Unrestricted Subsidiaries to be so designated at such time) shall be less than 5.0% of the Consolidated Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (eiv) in the case of the designation (or re-designation, as the case may be) of an Unrestricted Subsidiary as a Restricted Subsidiary of the Administrative Borrower, the incurrence of Indebtedness and Liens resulting from the designation (or re-designation, as the case may be) of such Unrestricted Subsidiary as a Restricted Subsidiary as described in the second succeeding sentence is permitted by Sections 6.01 and 6.02; provided, further, that no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryrestricted subsidiary” for the purpose of immediately after giving effect to any such designation hereunder and any other contemporaneous designation under any Term Loan Facility or any Additional Permitted Subordinated IndebtednessUnsecured Debt. The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Administrative Borrower therein at the date of designation in an amount equal to the net book value aggregate Fair Market Value of the Administrative Borrower’s and its Restricted Subsidiaries’ Investment therein. The designation (oror re-designation, in as the case may be) of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary of the Administrative Borrower shall constitute, at the time of designation (or re-designation, as the case may be), the incurrence of any Indebtedness or Liens of such Person outstanding on Subsidiary existing at such date time. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary. (b) Any designation (or re-designation, as the case may be) of a Restricted Subsidiary of the Administrative Borrower as an Unrestricted Subsidiary will be deemed evidenced to have been incurred the Administrative Agent by delivery of a certificate from a Responsible Officer of the Administrative Borrower to the Administrative Agent (i) attaching a certified copy of a resolution of the Board of Directors of the Administrative Borrower giving effect to such Person on designation and (ii) certifying that such date for purposes designation (or re-designation, as the case may be) complies with the provisions of this Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.055.17 and was permitted by this Agreement.

Designation of Subsidiaries. The Company may Solely in the Borrower’s discretion, at any time and from time to time, designate (or re-designate) any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or designate (or re-designate) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that: (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation (or re-designation), (i) no Event of Default shall have occurred and be continuing, continuing and (bii) other than the Borrower shall be in compliance with the case of Financial Covenant (whether or not then required to be tested) for the designation of most recently ended Test Period on a Excluded Unrestricted Subsidiary, immediately Pro Forma Basis after giving effect to such designation, ; (b) the Company and its Consolidated Subsidiaries fair market value of the Subsidiary to be designated (or re-designated) as an Unrestricted Subsidiary at such time shall be treated as an Investment by the Borrower in compliance, on a Pro Forma Basis, such Unrestricted Subsidiary at such time in accordance with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), 7.02; (c) no the Subsidiary to be designated (or re-designated) as an Unrestricted Subsidiary shall be treated in a substantially similar fashion (as determined by the Borrower may in good faith) as an “unrestricted subsidiary” under any Incremental Equivalent Debt, Permitted Ratio Debt or Incurred Acquisition Ratio Debt or any Permitted Refinancing of the foregoing, as applicable; (d) the Subsidiary to be designated (or re-designated) as an Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests of, or hold a Lien on any property of, any Loan Party or any other Restricted Subsidiary (other than another Restricted Subsidiary that is also being designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and time); and (e) no the Subsidiary may to be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of does not own, and does not hold an exclusive license with respect to, any Permitted Subordinated IndebtednessMaterial Intellectual Property. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s or its Subsidiary’s (or, in as applicable) Investment therein as reasonably estimated by the case Borrower (and such designation shall only be permitted to the extent such Investment is otherwise permitted under Section 7.02). The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes Unrestricted Subsidiary as a Restricted Subsidiary on shall constitute the incurrence or making, as applicable, at the time of designation of any date after the Restatement Effective Date (including by then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable; provided that upon a redesignation of an any Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will Borrower shall be deemed to continue to have been incurred by an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s Investment in such Person on Restricted Subsidiary at the time of such date re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation. Notwithstanding anything to the contrary herein or in any other Loan Document, (i) Unrestricted Subsidiaries will not be subject to the representations and warranties, covenants, Defaults or Events of Default provisions of the Loan Documents, (ii) the results of operations and indebtedness of Unrestricted Subsidiaries will not be taken into account for purposes of Section 7.03determining any financial ratio or covenant contained in the Loan Documents, but and (iii) the cash and Cash Equivalents of any Unrestricted Subsidiary will not be considered the sale or issuance of Equity Interests taken into account for purposes of Section 7.05any net debt calculation under the Loan Documents (except to the extent distributed or otherwise transferred to the Borrower or any of its Restricted Subsidiaries).

Designation of Subsidiaries. The Company Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer specifying such designation and certifying that the conditions to such designation set forth in this Section 6.11 are satisfied; provided that that: (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing, ; (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other the pro forma Consolidated Leverage Ratio for the Applicable Reference Period is no greater than 3.00 to 1.00; (c) in the case of a designation of a Restricted Subsidiary as an Excluded Unrestricted Subsidiary, shall be effective ifeach Subsidiary of such Subsidiary has been, immediately after such designationor concurrently therewith will be, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is in accordance with this Section 6.11; (d) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary” under the ABL Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the ABL Loans) and in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as a “Restricted Subsidiary” for under the purpose ABL Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of any Permitted Subordinated Indebtednessthe ABL Loans). The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at Borrower in such Subsidiary on the date of designation in an amount equal to the net book fair market value of the Borrower’s Investment therein (or, as determined reasonably and in the case good faith by a Responsible Officer). The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary shall constitute the incurrence at the time of designation of any Investment, the Indebtedness or Liens of such Person outstanding on Subsidiary existing at such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05time.

Designation of Subsidiaries. (a) The Company Borrower may at designate any time designate subsidiary (including any existing subsidiary and any newly acquired or newly formed subsidiary) to be an Unrestricted Subsidiary unless such subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower or any Restricted Subsidiary as an Unrestricted Subsidiary or (other than solely any Unrestricted Subsidiary as a Restricted Subsidiaryof the subsidiary to be so designated); provided that that (ai) other than in any Unrestricted Subsidiary must be an entity of which the case majority of the Voting Equity Interests therein are owned, directly or indirectly, by the Borrower; (ii) such designation complies with the covenants described in Section 6.03(c); (iii) no Default or Event of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing; (iv) the Total Net Leverage Ratio would be less than the ratio set forth in Section 6.01(a); in each case on a pro forma basis taking into account such designation; and (v) each of: (A) the subsidiary to be so designated; and (B) its subsidiaries, has not at the time of designation, and does not thereafter, incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiary. Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of the Senior Notes and any Junior Financing. (b) other than in the case of the designation of The Borrower may designate any Unrestricted Subsidiary to be a Excluded Unrestricted Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and the Company and its Consolidated Subsidiaries shall Total Net Leverage Ratio would be in compliance, on a Pro Forma Basis, with less than the covenants ratio set forth in Section 7.10 (and6.01(a), as on a condition precedent to the effectiveness of any pro forma basis taking into account such designation, . Any such designation by the Company Borrower shall deliver be notified by the Borrower to the Administrative Agent by promptly filing with the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA copy of the Unrestricted Subsidiaries would exceed 10% resolution of the Consolidated EBITDA Governing Board of the Consolidated Companies for Borrower or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05foregoing provisions.

Designation of Subsidiaries. The Company Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom (including after giving effect to the classification or reclassification of any Investment in, Indebtedness of, and/or Lien on the assets of such Subsidiary), (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries Loan Parties shall be in compliance, on a Pro Forma Basis, pro forma compliance with the financial covenants set forth in Section 7.10 (and, as a condition precedent to 7.11 and the effectiveness of any such designation, the Company Borrower shall deliver to the Administrative Agent a certificate certificated signed by a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Parent Notes (including the Parent Refinancing Notes) or any Permitted Subordinated other subordinated Indebtedness, (d) such Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests of any Loan Party or Restricted Subsidiary, (e) the Total Assets of all Unrestricted Subsidiaries shall be less than 10% of the Total Assets of the Parent after giving effect to such designation, (f) each Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender thereof has recourse to any of the assets of any Loan Party or any Restricted Subsidiary (other than, for the avoidance of doubt, assets of any Unrestricted Subsidiary and any Subsidiary thereof), (g) no Material Assets may be transferred (including by way of an exclusive license) to an Unrestricted Subsidiary by the Loan Parties or any Restricted Subsidiaries, and (h) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, on the date of and after giving effect to such designation, such Unrestricted Subsidiary would own (or hold an exclusive license with respect to) any Material Assets. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Loan Party therein at the date of designation in an amount equal to the net book aggregate fair market value (orof all of such Person’s outstanding investment therein, in the case and such designation will only be permitted if such Investment is permitted under Section 7.03. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary shall be deemed to be an incurrence of any then outstanding Indebtedness, the Indebtedness Liens and Investments of such Person outstanding on former Unrestricted Subsidiary designated as a Restricted Subsidiary by such Restricted Subsidiary at the date of designation, and such designation shall only be permitted if such Indebtedness is permitted under Section 7.02, such Liens are permitted under Section 7.01 and such Investments are permitted under Section 7.03; provided that, if at any time, any Unrestricted Subsidiary should fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for the purposes of this Agreement and any Indebtedness, Liens and Investments of such Subsidiary will be deemed to have been be incurred by such Person on a Restricted Subsidiary as of such date for purposes and, if such Indebtedness, Liens or Investments are not permitted to be incurred hereunder as of Section 7.03such date, but the Borrower will not be considered in default of such covenants. In no event shall the sale Borrower or issuance any Guarantor as of Equity Interests for purposes of Section 7.05the Closing Date be designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Company Borrower may at designate or redesignate any time Unrestricted Subsidiary as a Restricted Subsidiary and may designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that (a) any such designation of a Restricted Subsidiary (other than in a Restricted Subsidiary that is an SPE) as an Unrestricted Subsidiary shall be subject to the case prior written approval of the designation of Required Lenders when a Default has occurred and is continuing (x) or would arise immediately after giving effect on a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after pro forma basis to such designation, no Default shall have occurred and be continuing), (b) other than in any such Subsidiary designated as an Unrestricted Subsidiary shall not, directly or indirectly, own any Indebtedness or capital stock (or similar equity interests) of the case of Borrower or any Restricted Subsidiary, (c) the designation of such Restricted Subsidiary (other than a Excluded Restricted Subsidiary that is an SPE) as an Unrestricted SubsidiarySubsidiary shall be deemed to be a sale or other disposition of assets to be consummated within the limitations of Section 6.05(b)(iii) and, immediately after giving effect to such designationdeemed sale or other disposition, the Company and its Consolidated Subsidiaries shall would be in compliance, on a Pro Forma Basis, pro-forma compliance with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)Section, (cd) no Borrower may be designated immediately after giving effect to such designation as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall the Company would be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, pro-forma compliance with Section 6.11 and (e) no Subsidiary may such designation or redesignation shall be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for effective unless the purpose of any Permitted Subordinated Indebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal Borrower has delivered to the net book value (or, in the case of any guarantee or similar Investment, the amount) Administrative Agent written notice thereof together with a certification by a Responsible Officer of the Restricted Companies’ Investments thereinBorrower that the requirements set forth in this Section 6.07 have been satisfied. If any Person becomes a Restricted Subsidiary on any date after For the Restatement Effective Date (including by redesignation avoidance of doubt, upon and following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary and after giving effect thereto, each Restricted Subsidiary so designated shall be subject to the Indebtedness provisions of such Person outstanding on such date will be deemed this Agreement which apply to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05Restricted Subsidiaries.

Designation of Subsidiaries. The Company Sponsor may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary no Unmatured Credit Event or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), Credit Event shall exist immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, prior or immediately after giving effect to such designation, ; (b) the Company and its Consolidated Subsidiaries Sponsor shall be in compliance, have delivered to the Servicer a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Credit Parties would be in compliance with the financial covenants set forth in Section 7.10 (and, Article VII measured as a condition precedent of the last day of the most recently ended Fiscal Quarter for which financial statements are required to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), have been delivered hereunder; (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it such Restricted Subsidiary or any of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Guaranteed Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (d) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is a designated as an “Restricted Subsidiaryunrestricted subsidiary” for (or otherwise not be subject to the purpose of covenants) under any Permitted Subordinated Indebtedness. The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment (which must be an Investment permitted pursuant to Section 8.4) by its direct parent (whether the applicable Sponsor or a Restricted Companies therein at Subsidiary) in such Subsidiary on the date of such designation in an amount equal to the net book value (oroutstanding amount of all Investments by Holdings, the Sponsor and its Restricted Subsidiaries in the case such Subsidiary on such date. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date after and (ii) for purposes of calculating the Restatement Effective Date outstanding amount of Investments by Holdings, the Sponsor and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by Holdings, the Sponsor and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. If at any time any Unrestricted Subsidiary (including by redesignation i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings, the Sponsor or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of Holdings, the Sponsor or any Restricted Subsidiary or (iii) ceases to be an “unrestricted subsidiary” (or otherwise becomes subject to the covenants) under any Indebtedness, then the Servicer shall, concurrent therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05.

Designation of Subsidiaries. The Company board of directors of Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Closing Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”"EXCLUDED UNRESTRICTED SUBSIDIARY"), immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company Holdings and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Company Borrowers shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the aggregated Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 105% of the Consolidated EBITDA of the Holdings and its Consolidated Companies for the four fiscal quarter period then most recently ended Subsidiaries or (ii) the Total Assets fair market value of the assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assetsaggregate fair market value of the assets of Holdings and its Subsidiaries calculated as of such date, in each case determined without regard to any Excluded Unrestricted Restricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “"Restricted Subsidiary” " for the purpose of any Permitted Subordinated IndebtednessJunior Financing. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment Investments by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) of the Restricted Companies’ ' Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Closing Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05.

Designation of Subsidiaries. The Company board of directors of the Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary” hereunder (a “Designation”), immediately before and after such designation, ) only if: (1) no Default or Event of Default shall have occurred and be continuing, (b) other than in continuing at the case time of the designation of a Excluded Unrestricted Subsidiary, immediately or after giving effect to such designationDesignation; (2) the Borrower would be permitted to make, at the time of such 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 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 Borrower nor any Restricted Subsidiary has any direct or indirect obligation (x) 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 has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any Restricted Subsidiary, except for any guarantee given solely to support the pledge by the Borrower or any Restricted Subsidiary of the Equity Interest 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 Company provision of such Subsidiary Guaranty and its Consolidated Subsidiaries the incurrence of such Indebtedness otherwise would be permitted under this Agreement. 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 compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no Default hereunder. Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section 6.17, such Restricted Subsidiary shall, by execution and delivery of an Officer’s Certificate in form satisfactory to the Administrative Agent, be released from any Subsidiary Guaranty previously made by such Restricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary . The Borrower may be designated as redesignate an Unrestricted Subsidiary if it is as a Restricted Subsidiary (a “Restricted Subsidiary” for Redesignation”) only if (1) no Default or Event of Default shall have occurred and be continuing at the purpose time of any Permitted Subordinated Indebtedness. The designation and after giving effect to such Redesignation and (2) all Liens, Indebtedness and Investments of any Subsidiary (other than a Securitization Vehicle) as an such Unrestricted Subsidiary shall constitute outstanding immediately following such Redesignation would, if incurred or made at such time, have been permitted to be incurred or made for all purposes of this Agreement. All Designations and Redesignations must be evidenced by resolutions of the board of directors of the Borrower and an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal Officer’s Certificate delivered to the net book value 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 which such Designation or Redesignation is made (or, in the case of any guarantee a Designation or similar Investment, Redesignation made during the amount) last Fiscal Quarter of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date Borrower’s Fiscal Year, within 90 days after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness end of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05Fiscal Year).

Designation of Subsidiaries. (a) The Company Board of Directors of the Administrative Borrower may at any time designate any Restricted Subsidiary as of the Administrative Borrower (other than the Co-Borrower) to be an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary of the Administrative Borrower; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation (or re-designation), no Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated Subsidiary as an Unrestricted Subsidiary, (dx) no the Subsidiary to be so designated does not (directly, or indirectly, through its Subsidiaries) at such time own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, Holdings, the Administrative Borrower or any of its Restricted Subsidiaries and (y) the Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as described in the immediately succeeding sentence is permitted by Sections 6.04(n) and/or (o), (iii) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately before and after giving effect to such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets total assets of all Unrestricted Subsidiaries would exceed 5(excluding intercompany accounts with other Unrestricted Subsidiaries to be so designated at such time and investments in Subsidiaries of such Unrestricted Subsidiaries to be so designated at such time) shall be less than 5.00% of the Consolidated Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (eiv) in the case of the designation (or re-designation, as the case may be) of an Unrestricted Subsidiary as a Restricted Subsidiary of the Administrative Borrower, the incurrence of Indebtedness and Liens resulting from the designation (or re-designation, as the case may be) of such Unrestricted Subsidiary as a Restricted Subsidiary as described in the second succeeding sentence is permitted by Sections 6.01 and Section 6.02; provided, further, that (x) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryrestricted subsidiary” for immediately after giving effect to any such designation hereunder and any other contemporaneous designation under any Refinancing Notes Indenture or any Additional Permitted Unsecured Debt and (y) no Subsidiary of Holdings that is not also a Subsidiary of the purpose of any Permitted Subordinated IndebtednessAdministrative Borrower may be designated as an Unrestricted Subsidiary after the Closing Date. The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Administrative Borrower therein at the date of designation in an amount equal to the net book value aggregate Fair Market Value of the Administrative Borrower’s and its Restricted Subsidiaries’ Investment therein. The designation (oror re-designation, in as the case may be) of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary of the Administrative Borrower shall constitute, at the time of designation (or re-designation, as the case may be), the incurrence of any Indebtedness or Liens of such Person outstanding on Subsidiary existing at such date time. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary. (b) Any designation (or re-designation, as the case may be) of a Restricted Subsidiary of the Administrative Borrower as an Unrestricted Subsidiary will be deemed evidenced to have been incurred the Administrative Agent by delivery of a certificate from a Responsible Officer of the Administrative Borrower to the Administrative Agent (i) attaching a certified copy of a resolution of the Board of Directors of the Administrative Borrower giving effect to such Person on designation and (ii) certifying that such date for purposes designation (or re-designation, as the case may be) complies with the provisions of this Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.055.17 and was permitted by this Agreement.

Designation of Subsidiaries. (a) The Company board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (cii) no Borrower Subsidiary may be designated as an Unrestricted SubsidiarySubsidiary if it has Indebtedness with recourse to any Group Member, (dii) no designation of a Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (eiv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is party to any agreement or contract with any Group Member, unless the terms of such agreement are no less favorable to the applicable Group Member than those that might be obtained from an unaffiliated third-party, (v) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Person with respect to which any Group Member has any direct or indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition, (vi) no Disregarded Domestic Subsidiary may be designated an Unrestricted Subsidiary, (vii) no Subsidiary may be designated an Unrestricted Subsidiary if after giving effect to such designation, the Consolidated Total Net Leverage Ratio (calculated disregarding the proceeds of any Indebtedness incurred on such date) as of such date would exceed 3.00 to 1.00, (viii) for so long as the First Lien Credit Agreement is outstanding, no Subsidiary may be (x) designated an Unrestricted Subsidiary hereunder unless it simultaneously becomes an “Unrestricted Subsidiary” under the First Lien Credit Agreement and (y) designated a Restricted Subsidiary hereunder unless it simultaneously becomes a “Restricted Subsidiary” for under the purpose First Lien Credit Agreement and (ix) no Unrestricted Subsidiary may engage in any transaction described in Section 7.8 (with respect to the prepayment of any Permitted Subordinated Indebtedness. ) if the Borrower is prohibited from engaging in such transaction. (b) The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein Borrower therein, at the date of designation in an amount equal to the net book fair market value (or, of the Borrower’s investment therein as determined in good faith by the case board of directors of the Borrower. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary shall, at the time of such designation, constitute the incurrence of any Indebtedness or Liens of such Subsidiary existing at such time. Upon a redesignation of any Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will Borrower shall be deemed to continue to have been incurred a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s Investment in such Subsidiary at the time of such redesignation less (b) the fair market value of the net assets of such Subsidiary at the time of such redesignation. Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by such Person on such date for purposes the board of Section 7.03, but will not be considered directors of the sale or issuance of Equity Interests for purposes of Section 7.05Borrower.

Designation of Subsidiaries. The Company Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designationdesignation on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company designation and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth Total Net Leverage Ratio shall not exceed 5.00 to 1.00, (iii) Holdings shall have delivered an officer’s certificate executed by a Responsible Officer of Holdings, notifying the Administrative Agent in Section 7.10 (and, as a condition precedent to the effectiveness writing of any such designation, designation and certifying compliance with the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation requirements of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiarythis Section, and (eiv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it (u) such Subsidiary owns any Material Intellectual Property or any Equity Interests of any Subsidiary of the Borrower that owns any Material Intellectual Property, (v) such Subsidiary is the exclusive licensee of any Material Intellectual Property, (w) such Subsidiary or any of its subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds a Lien on, any property of any Loan Party or (B) is directly or indirectly liable for other Indebtedness of Holdings, the Borrower or any Restricted Subsidiary (x) such Subsidiary is a “Restricted Subsidiaryrestricted subsidiary” for the purpose purposes of any Permitted Subordinated Indebtednessother Indebtedness of Holdings or the Borrower, or (y) such Subsidiary has in excess of 2.5% of consolidated assets or in excess of 2.5% of annual consolidated revenues of Holdings, Borrower and its Subsidiaries as reflected on the most recent financial statements delivered pursuant to Section 5.01 prior to such date, provided that at no time shall all Unrestricted Subsidiaries so designated by Borrower pursuant to this Section 5.13, together with all Immaterial Subsidiaries so designated by Borrower, have in the aggregate in excess of 5.0% of consolidated assets or in excess of 5.0% of annual consolidated revenues, respectively, of Holdings, Borrower and its Subsidiaries, as reflected on the most recent financial statements delivered pursuant to Section 5.01 prior to such date. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s or the Subsidiary’s (or, in the case as applicable) investment therein. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, the Indebtedness or Liens of such Person outstanding 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 date will be deemed to have designation of the Borrower’s or the Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been incurred by such Person on such date for purposes of Section 7.03, but will re-designated a Restricted Subsidiary may not be considered the sale or issuance of Equity Interests for purposes of Section 7.05subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Company (a) Subject to Section 6.13(b) below, the Borrower may at any time designate any Restricted Subsidiary (other than theany Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness. The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Loan Party therein at the date of designation in an amount equal to the net book fair market value (or, in the case of such Loan Party’s investment therein. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes Unrestricted Subsidiary as a Restricted Subsidiary on shall constitute the incurrence at the time of designation of any date after the Restatement Effective Date Indebtedness or Liens of such Subsidiary existing at such time. (including by redesignation of b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary), in each case unless (i) no Specified Event of Default shall have occurred or be continuing; (ii) at the time of such designation, the Indebtedness Consolidated Total Net Leverage Ratio of the Borrower and the Restricted Subsidiaries as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 4.00:1.00; and (iii) in the case of clause (x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) at such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale time or issuance of thereafter own (i) any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, the Borrower or any Restricted Subsidiary (unless such Restricted Subsidiary is also designated an Unrestricted Subsidiary) or, (ii) any intellectual property (other than any intellectual property that, in the reasonable business judgment of the Borrower, is immaterial to, or no longer used in or necessary for, the conduct of the business of the Borrower or any Restricted Subsidiary) or (iii) any Material Real Property and (B) neither the Borrower nor any Restricted Subsidiary shall at any time be directly or indirectly liable for purposes any Indebtedness that provides that the holder thereof may (with the passage of Section 7.05time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary).

Designation of Subsidiaries. The Company (a) Subject to Section 6.12(b) below, the board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness. The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book value (or, in Fair Market Value of the case Borrower’s investment therein. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes Unrestricted Subsidiary as a Restricted Subsidiary on shall constitute the incurrence at the time of designation of any date after the Restatement Effective Date Indebtedness or Liens of such Subsidiary existing at such time. (including by redesignation of b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary), in each case unless: (i) the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.1, calculated as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.1; (ii) no Default or Event of Default exists or would result therefrom; and (iii) in the case of clause (x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Capital Stock or own or hold any Lien on any property of the Borrower or any Restricted Subsidiary, and (B) to the extent any Indebtedness of the Subsidiary is not Non-Recourse Debt, any guarantee thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.2 and 7.8. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) no Restricted Subsidiary of the Borrower may be designated as an Unrestricted Subsidiary if such Person outstanding on such date will be deemed to have been incurred by such Person on such date Restricted Subsidiary directly or indirectly owns (x) Capital Stock of either the MLP or the general partner of the MLP or (y) the Xxxxxx Xxxx Facility and (ii) for purposes of determining whether the designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with Section 7.037.8, but will not such compliance shall be considered determined without utilization of the sale or issuance of Equity Interests for purposes of investment capacity provided by Section 7.057.8(w) and Section 7.8(v).

Designation of Subsidiaries. The Company Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that provided, that: (a1) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation (or re-designation), no Specified Event of Default shall have occurred and will be continuing, ; (b2) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the case of the designation establishment of a Excluded Unrestricted SubsidiaryQualified Securitization Financing, immediately after giving effect to such designation (or re-designation), the Company and its Consolidated Subsidiaries shall be in compliance, Total Net Leverage Ratio for the Test Period immediately preceding such designation (or re-designation) for which financial statements have been delivered pursuant to Section 6.01 is less than or equal to 3.25:1.00 (calculated on a Pro Forma Basis, with the covenants set forth in Section 7.10 () and, as a condition precedent to the effectiveness of any such designation (or re-designation), the Company shall Borrower will deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such compliance), test; (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e3) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary or any of its Subsidiaries owns any Equity Interests of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated; (4) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of any Permitted Subordinated IndebtednessJunior Financing or any other Indebtedness of any Loan Party; and (5) the Investment resulting from the designation of such Restricted Subsidiary as an Unrestricted Subsidiary is permitted by Section 7.02. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall will constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book fair market value (or, as determined by the Borrower in the case of any guarantee or similar Investment, the amountgood faith) of the Restricted Companies’ Investments Borrower’s or its Subsidiary’s (as applicable) Investment therein. If The designation of any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Subsidiary will constitute the incurrence at the time of designation of any Indebtedness and Liens of such Person outstanding Subsidiary existing at such time and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value (as determined by the Borrower in good faith) of the Borrower’s or its Subsidiary’s (as applicable) Investment in such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05Subsidiary.

Designation of Subsidiaries. The Company may at any time designate any of its Restricted Subsidiary Subsidiaries as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, (x) no Default or Event of Default shall have occurred and be continuing, continuing or would immediately result from such designation and (by) other than the Company shall be in pro forma compliance with the case of the designation of a Excluded Unrestricted Subsidiary, immediately covenant set forth in Section 4.13 after giving effect to such designation, the Company designation and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is designated as a “Restricted Subsidiary under the 2024 Term Loan (or any Refinancing Facilities in respect thereof), the Existing 1L Notes Indenture or the Existing 2L Notes Indenture. The Company may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) such Restricted Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Company or any other Subsidiary (other than (x) any Subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness). The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment investment by the applicable Restricted Companies parent company of such Subsidiary therein under Section 4.12(e) at the date of designation in an amount equal to the net book value (or, in the case of such parent company’s investment therein. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time. Notwithstanding anything in this Indenture to the contrary (including Section 4.12(e)), none of the Indebtedness Company or any of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03its Restricted Subsidiaries may invest, but will exclusively license or otherwise transfer Intellectual Property to, and Intellectual Property may not be considered the sale or issuance of Equity Interests for purposes of Section 7.05owned by, any Unrestricted Subsidiary.

Designation of Subsidiaries. (a) The Company Borrower may at designate any time designate subsidiary (including any existing subsidiary and any newly acquired or newly formed subsidiary) to be an Unrestricted Subsidiary unless such subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower or any Restricted Subsidiary (other than solely any subsidiary of such subsidiary to be designated that is simultaneously being designated as an Unrestricted Subsidiary or Subsidiary); provided that (i) any Unrestricted Subsidiary as must be an entity of which the Equity Interests entitled to cast at least a Restricted Subsidiary; provided that (a) other than in the case majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Borrower; (ii) such designation complies with the covenants described in Section 6.03(c); (iii) no Default or Event of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing; (iv) the Consolidated Secured Debt Ratio (determined on a Pro Forma Basis taking into account such designation) will not be greater than the Financial Covenant Level; (v) each of: (A) the subsidiary to be so designated; and (B) its subsidiaries has not at the time of designation, and does not thereafter, incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiary. Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of any Junior Financing, Additional Pari Passu Notes, Credit Agreement Refinancing Indebtedness and Second Lien Credit Agreement Refinancing Indebtedness; and (vi) no Unrestricted Subsidiary, once designated as a Restricted Subsidiary may thereafter be redesignated as an Unrestricted Subsidiary. (b) other than in the case of the designation of The Borrower may designate any Unrestricted Subsidiary to be a Excluded Unrestricted Restricted Subsidiary; provided that, immediately after giving effect to such designation, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Company and its Consolidated Subsidiaries shall be in compliance, Secured Debt Ratio (determined on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any Basis taking into account such designation) will not be greater than the Financial Covenant Level. Furthermore, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower subsidiary may be re-designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be hereunder unless it is also designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose purposes of any Permitted Subordinated Junior Financing, Additional Pari Passu Notes, Credit Agreement Refinancing Indebtedness and Second Lien Credit Agreement Refinancing Indebtedness. The Any such designation by the Borrower shall be notified by the Borrower to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the board of directors of the Borrower or any Subsidiary committee thereof giving effect to such designation and an officer’s certificate certifying that such designation complied with the foregoing provisions. Notwithstanding the foregoing, the Borrower may designate CERNET-Blackboard Information Technology (other than a Securitization VehicleBeijing) Co., Ltd. as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) upon such entity becoming a Subsidiary of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after Borrower so long as the Restatement Effective Date conditions set forth in clauses (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiarya)(i), the Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03(ii), but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05(iii) and (v) above are satisfied.

Designation of Subsidiaries. The Company board of directors of the Lead Borrower may at any time designate or re-designate (x) any 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) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries Total Leverage Ratio shall not be in compliance, greater than 4.50:1.00 calculated on a Pro Forma Basis, with Basis as of the covenants set forth in last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)5.04, (ciii) no Borrower may be designated as an Unrestricted Subsidiary, (div) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Term Facility or any Permitted Subordinated Indebtednessother Indebtedness in excess of the Threshold Amount, (v) as of the last date of designation thereof, no Unrestricted Subsidiary shall own any Equity Interests in any Borrower or any Subsidiary Loan Party or hold any Indebtedness of, or Lien on any property of any Borrower or any Subsidiary Loan Party or (vi) 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 (other than a Securitization Vehicle) subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Borrowers therein at the date of designation in an amount equal to the net book value portion (or, proportionate to such Borrower’s equity interest in the case of any guarantee or similar Investment, the amountsuch subsidiary) of the Restricted Companies’ Investments thereinfair market value of the net assets of such Subsidiary (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.04. If The designation of any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time. As of the date of any designation, the Indebtedness Lead Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Lead Borrower certifying to such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes officer’s knowledge, compliance with the requirements of this Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.055.14.

Designation of Subsidiaries. The Company board of directors of the Lead Borrower may at any time designate or re-designate (x) any Restricted Subsidiary of any Borrower as an Unrestricted Subsidiary or (y) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, Fixed Charge Coverage Ratio calculated on a Pro Forma Basis, with would be no less than 2.00 to 1.00 as of the covenants set forth in last day of the Test Period most recently ended prior to such designation for which the financial statements and certificates required by Section 7.10 (and5.04(a) or 5.04(b), as a condition precedent to the effectiveness of any such designationcase may be, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)have been delivered, (ciii) no Borrower may be designated as an Unrestricted Subsidiary, (div) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Credit Agreement, the Senior Secured Notes or any Permitted Subordinated Indebtednessother Indebtedness listed on Schedule 6.01, (v) as of the last date of designation thereof, no Unrestricted Subsidiary shall own any Equity Interests in any Borrower or any Loan Party or hold any Indebtedness of, or Lien on any property of any Borrower or any Loan Party, (vi) 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 (vi) any Subsidiary previously designated as an Unrestricted Subsidiary may not thereafter be re-designated as an Unrestricted Subsidiary. The designation of any Subsidiary (other than a Securitization Vehicle) subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Borrowers therein at the date of designation in an amount equal to the net book value portion (or, proportionate to such Borrower’s equity interest in the case of any guarantee or similar Investment, the amountsuch subsidiary) of the Restricted Companies’ Investments thereinfair market value of the net assets of such Subsidiary (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.04. If The designation of any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time. As of the date of any designation, the Indebtedness Lead Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Lead Borrower certifying to such Person outstanding officer’s knowledge, compliance with the requirements of this Section 5.15, including reasonably detailed calculations required to demonstrate compliance with the Fixed Charge Coverage Ratio on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05a Pro Forma Basis.

Designation of Subsidiaries. The Company Board of Directors of the Borrower may at any time designate any Restricted Subsidiary as to be an Unrestricted Subsidiary or any Unrestricted Subsidiary as if that designation would not cause a Default. If a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be is designated as an Unrestricted Subsidiary, (di) no the aggregate Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 6.1 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower in its discretion and (ii) any Guarantee by the Borrower or any Restricted Subsidiary thereof of any Indebtedness of the Restricted Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by the Borrower or such Restricted Subsidiary (or both, if applicable) at the time of such designation. That designation will only be permitted if the Investment and/or incurrence of Indebtedness would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by filing with the Administrative Agent a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 6.1 hereof. The Board of Directors of the Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 6.3 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default would be in existence following such designation, and as a result of such designation. Notwithstanding the foregoing, the Borrower may at any time and from time to time designate any Designated Entity, by written notice to the Administrative Agent, as an Unrestricted Subsidiary, other than and any such Subsidiary shall upon such notice immediately be designated and deemed an Excluded Unrestricted Subsidiary, without any further action by the Borrower (and, for the avoidance of doubt, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA not require delivery of a resolution of the Board of Directors or of an Officers’ Certificate) (each, a “Specified Unrestricted Subsidiary Designation”). The aggregate Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in such Designated Entities so designated as Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assetswill, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, as calculated and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value extent permitted by clause (or, in the case of any guarantee or similar Investment, the amountr) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation definition of an Unrestricted Subsidiary as a Restricted Subsidiary)Permitted Investments, the Indebtedness of such Person outstanding on such date will be deemed to have been incurred by be an Investment made as of the time of such Person on Specified Unrestricted Subsidiary Designation under such clause (r), and not reduce the amount available for Restricted Payments under Section 6.1 hereof. Notwithstanding the foregoing, as of the date for purposes hereof, each of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05T-Mobile Handset Funding LLC and T-Mobile Airtime Funding LLC is an Unrestricted Subsidiary.

Designation of Subsidiaries. The Company Subject to the limitations contained in the definition of “Unrestricted Subsidiary”, an Authorized Officer of Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or ; (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtednesssubordinated Indebtedness of any Credit Party; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary; (iv) Borrower shall deliver to Administrative Agent at least five Business Days prior to such designation a certificate of an Authorized Officer of Borrower, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (i) through (iii) of this Section 5.13 and, if applicable, certifying that such subsidiary meets the requirements of an “Unrestricted Subsidiary”; and (v) at least ten days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, with respect to such subsidiary. The designation of any Subsidiary (other than a Securitization Vehicle) subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book fair market value (or, in the case of Borrower’s Investment therein. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Subsidiary shall constitute the incurrence by such Restricted Subsidiary at the time of designation of any Indebtedness or Liens of such Person outstanding on Subsidiary existing at such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05time.

Designation of Subsidiaries. The Company Holdings may at any time designate (or re-designate) any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in immediately after giving effect to any such designation or re-designation, (A) no Default or Event of Default shall be continuing or result therefrom and (B) on a Pro Forma Basis, the case Consolidated Total Leverage Ratio does not exceed the maximum Consolidated Total Leverage Ratio permitted under Section 7.11 as of the designation Applicable Date of Determination and (xii) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Subsidiary as an Unrestricted Subsidiary, immediately (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) (x) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Loan Party or any of its Restricted Subsidiaries or (y) after giving effect to such designation, guaranty or grant Liens on any of its assets to secure any other Indebtedness of the Company Loans Parties or any Restricted Subsidiary and (B) neither any Loan Party nor any of its Consolidated Restricted Subsidiaries shall at any time Guarantee or be in compliance, on a Pro Forma Basis, otherwise liable for any Indebtedness that provides that the holder thereof may (with the covenants set forth in Section 7.10 (andpassage 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, as a condition precedent to the effectiveness Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no ); provided further that Holdings may not change the designation of a any particular Subsidiary more than twice time during the term of this Agreement. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately Subsidiary after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, Closing Date in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary accordance with this clause shall constitute an Investment by the applicable Loan Parties or the relevant Restricted Companies Subsidiary, as applicable, therein at the date of designation in an amount equal to the net book fair market value (or, as determined in the case of any guarantee or similar Investment, the amountgood faith by Holdings) of the Investments held by the Loan Parties and/or the applicable Restricted Companies’ Investments thereinSubsidiaries in such Unrestricted Subsidiary immediately prior to such designation. If Upon any Person becomes such designation of a Subsidiary as an Unrestricted Subsidiary (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary pursuant to the definition of “Investment”), the Loan Parties and/or the applicable Restricted Subsidiaries shall receive a credit against the applicable clause in Section 7.03 that was utilized for the Investment in such Unrestricted Subsidiary on for all returns in respect of such Investment. The designation of any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary in accordance with this Section shall constitute the incurrence by such Restricted Subsidiary at the time of designation of any Investment, the Indebtedness or Liens of such Person Restricted Subsidiary outstanding on at such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05time.

Designation of Subsidiaries. (a) The Company may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, exist immediately prior or immediately after giving effect to such designation, ; (ii) the Company and its Consolidated Subsidiaries shall be in compliance, have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, with the covenants set forth Loan Parties would be in Section 7.10 Pro Forma Compliance; (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (ciii) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Company or any Restricted Subsidiary or (B) Guarantees any Indebtedness of the Company or any Restricted Subsidiary; (iv) any Unrestricted Subsidiary that has been designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Person were a Restricted Subsidiary on the Closing Date; and (vi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” for (or otherwise not be subject to the purpose of covenants) under any Permitted Subordinated Additional Indebtedness. . (b) The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at Company in such Subsidiary on the date of such designation in an amount equal to the net book value outstanding amount of all Investments by the Company and its Restricted Subsidiaries in such Subsidiary on such date. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.02. CHAR1\1976173v4 (or, in the case c) The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date after and (ii) for purposes of calculating the Restatement Effective Date outstanding amount of Investments by the Company and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on all Investments by the Company and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation. (including by redesignation d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Company or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Company or any Restricted Subsidiary or (iii) ceases to be an “unrestricted subsidiary” (or otherwise becomes subject to the covenants) under any Additional Indebtedness, then the Company shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05.

Designation of Subsidiaries. The Company An Authorized Officer of Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries Borrower shall be in compliance, on pro forma compliance with a Pro Forma Basis, with the covenants set forth in Section 7.10 minimum Interest Coverage Ratio (and, computed as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% last day of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or Fiscal Quarter) of 2.00:1.00, (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (eiii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtednesssubordinated Indebtedness of any Credit Party, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) Borrower shall deliver to Administrative Agent at least five Business Days prior to such designation a certificate of an Authorized Officer of Borrower, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (i) through (iv) of this Section 5.15 and, if applicable, certifying that such subsidiary meets the requirements of an “Unrestricted Subsidiary” and (vi) at least ten days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, with respect to such subsidiary. The designation of any Subsidiary (other than a Securitization Vehicle) subsidiary as an Unrestricted Subsidiary (whether pursuant to Schedule 4.1 or this Section 5.15) shall constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book fair market value (or, in the case of Borrower’s Investment therein. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Subsidiary shall constitute the incurrence by such Restricted Subsidiary at the time of designation of any Indebtedness or Liens of such Person outstanding on Subsidiary existing at such date will time. Notwithstanding the foregoing, each subsidiary that is a restricted subsidiary under the Revolving Facility Documents shall be deemed to have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05a Restricted Subsidiary hereunder.

Designation of Subsidiaries. The Company Lead Borrower may at any time after the Closing Date designate (or redesignate) any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall have occurred and be continuing, exists (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately including after giving effect to such designationthe reclassification of Investments in, Indebtedness of and Liens on the assets of, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such complianceapplicable Restricted Subsidiary or Unrestricted Subsidiary), (cii) no Borrower may be designated as an Unrestricted Subsidiary, (diii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of any Borrower or hold any Indebtedness of or any Lien on any property of any Borrower or their Restricted Subsidiaries, (iv) no designation of subsidiary may be designated as an Unrestricted Subsidiary hereunder if it is a Restricted Subsidiary as an Unrestricted Subsidiarythat Guarantees any Incremental Facilities, other than an Excluded Unrestricted SubsidiaryIncremental Equivalent Debt, shall be effective ifIndebtedness permitted under Section 6.01(w), immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended any senior Indebtedness or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, Junior Lien Indebtedness and (ev) no Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for owns Material Intellectual Property at the purpose time of designation (except in connection with (A) any Permitted Subordinated IndebtednessHPC Separation, (B) any HPC Separation Reorganization Transaction and (C) any other transactions or agreements reasonably necessary to effect any HPC Separation (and in each case, regardless of which clause under this Agreement that such transaction was effectuated under)). The designation of any Subsidiary (other than a Securitization Vehicle) subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Borrowers therein at the date of designation in an amount equal to the portion of the fair market value of the net book value assets of such Restricted Subsidiary attributable to the applicable Borrower’s equity interest therein as reasonably estimated by the applicable Borrower (or, in and such designation shall only be permitted to the case extent such Investment is permitted under Section 6.06;). The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary shall constitute the incurrence or making, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes Restricted Subsidiary, as applicable; provided that upon a re-designation of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05.any Unrestricted Subsidiary as a Restricted

Designation of Subsidiaries. (a) The Company Parent Borrower may at any time designate any (x) Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) Subsidiary or other Person as to which the Parent Borrower or any Restricted Subsidiary is party to a Securitization Vehicle joint venture agreement as a Permitted Joint Venture; provided that (each, an “Excluded Unrestricted Subsidiary”), i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to any Group Member, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a “Restricted Person with respect to which any Group Member has any direct or indirect obligation to make capital contributions or to maintain such Subsidiary” ’s financial condition, (v) after giving effect to such designation, the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1 for the purpose most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1, on a pro forma basis, giving effect to the respective designation (as well as all other designations of any Unrestricted Subsidiaries or Permitted Subordinated Indebtedness. Joint Ventures and Restricted Subsidiaries consummated during the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1), (vi) no Subsidiary may be designated an Unrestricted Subsidiary if, after giving effect to such designation, Unrestricted Subsidiaries have, in the aggregate, (x) at the last day of the Reference Period most recently ended, total assets equal to or greater than 10.0% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date of designation or (y) revenues during such Reference Period equal to or greater than 10.0% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP and (vii) no Borrower may be designated as an Unrestricted Subsidiary or a Permitted Joint Venture. (b) The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary or Permitted Joint Venture shall constitute an Investment by the applicable Restricted Companies therein Parent Borrower therein, at the date of designation in an amount equal to the net book fair market value (or, of the Parent Borrower’s investment therein as determined in good faith by the case board of directors of the Parent Borrower. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary shall, at the time of such designation, constitute the incurrence of any Indebtedness or Liens of such Subsidiary existing at such time. Upon a redesignation of any Subsidiary as a Restricted Subsidiary, the Investments of the Parent Borrower in Unrestricted Subsidiaries shall be reduced by the fair market value of the Parent Borrower’s Investment in such Subsidiary at the time of such redesignation (as determined in good faith by the board of directors of the Parent Borrower) (it being understood that such reduction shall not exceed the Parent Borrower’s initial Investment in such Subsidiary, less returns on such Investment received by the Parent Borrower). Any property transferred to or from an Unrestricted Subsidiary or Permitted Joint Venture shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the board of directors of the Parent Borrower. (c) If, as of the last day of any Reference Period ended after the Fourth Restatement Effective Date, Unrestricted Subsidiaries have, in the aggregate, (i) total assets at such day equal to or greater than 10.0% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date or (ii) revenues during such Reference Period equal to or greater than 10.0% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP, then the Parent Borrower shall, no later than five Business Days subsequent to the date on which financial statements for such fiscal period are delivered pursuant to this Agreement, designate in writing to the Administrative Agent one or more of such Unrestricted Subsidiaries as Restricted Subsidiaries in accordance with Section 6.11(a) such that, following such designation(s), Unrestricted Subsidiaries have, in the Indebtedness aggregate (i) total assets at the last day of such Person outstanding on Reference Period of less than 10.0% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date will and (ii) total revenues during such Reference Period of less than 10.0% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP. (d) The Parent Borrower may at any time designate any Permitted Joint Venture as a Specified Permitted Joint Venture or any Specified Permitted Joint Venture as a Permitted Joint Venture; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be deemed continuing, (ii) after giving effect to such designation, the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1 for the most recently ended Reference Period for which financial statements have been incurred by such Person delivered pursuant to Section 6.1, on such date a pro forma basis, giving effect to the respective designation (as well as all other designations of Permitted Joint Ventures and Specified Permitted Joint Ventures consummated during the most recently ended Reference Period for purposes which financial statements have been delivered pursuant to Section 6.1), (iii) no Permitted Joint Venture may be designated as a Specified Permitted Joint Venture if it was previously designated as a Specified Permitted Joint Venture, and (iv) the Parent Borrower, in its sole discretion, shall have delivered a written notice to the Administrative Agent attaching a certificate of Section 7.03a Responsible Officer, but will not be considered in form and substance reasonably acceptable to the sale or issuance Administrative Agent, setting forth in reasonable detail the calculations and representations necessary to demonstrate the Parent Borrower’s satisfaction of Equity Interests for purposes of Section 7.05the conditions set forth above.

Designation of Subsidiaries. The Company Borrower may at any time after the Restatement Effective Date designate any Restricted Subsidiary of the Borrower (other than the BD Subsidiary or the Advisory Services Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, designation (A) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis) is no more than 4.00 to 1.00 and (B) no Default or Event of Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, both immediately after giving effect prior to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after following such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of any Permitted Subordinated IndebtednessIndebtedness for borrowed money with an outstanding principal amount in excess of the Threshold Amount or any Junior Financing, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary, (iv) no Unrestricted Subsidiary may be designated as a Restricted Subsidiary if, after such designation, it would not be in compliance with the covenants set forth in Sections 7.01, 7.02 and 7.03 and (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, at the time of such designation, it owns intellectual property that is material to the operations of Borrower and its Restricted Subsidiaries, taken as a whole. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary after the Restatement Effective Date shall constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book fair market value (or, in of the case Borrower’s Investment therein. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary)Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, the Indebtedness and Liens of such Person outstanding Subsidiary existing at such time and (ii) a Return on any Investment by the Borrower in such Unrestricted Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value at the date will be deemed to have been incurred by of such Person on designation of the Borrower’s Investment in such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05Subsidiary.

Designation of Subsidiaries. The Company Parent Borrower may at any time after the Closing Date designate (or re-designate) any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Company and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (ci) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the purpose Second Lien Credit Agreement, (ii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Permitted Subordinated IndebtednessCapital 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 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 (other than a Securitization Vehicle) subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Parent Borrower therein at the date of designation in an amount equal to the portion of the fair market value of the net book value assets of such Restricted Subsidiary attributable to the Parent Borrower’s equity interest therein as estimated by the Parent Borrower in good faith (or, in and such designation shall only be permitted to the case extent such Investment is permitted under ‎Section 6.06). The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes Unrestricted Subsidiary as a Restricted Subsidiary on shall constitute the incurrence or making, as applicable, at the time of designation of any date after the Restatement Effective Date (including by redesignation then-existing Investment, Indebtedness or Lien of an such Restricted Subsidiary, as applicable; provided that upon a re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will Parent Borrower shall be deemed to continue to have an Investment in the 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 time of such re-designation. As of the Closing Date, the subsidiaries listed on Schedule 5.10 hereto have been incurred by such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. The Company (a) Subject to Section 6.13(b) below, the Parent Borrower may at any time designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Event of Default shall have occurred and be continuing, continuing (b) other than in the case including without limitation as a result of the designation Investment and incurrence of a Excluded Unrestricted Subsidiary, Indebtedness and Liens as described below in this clause ‎(a) and immediately before and after giving effect to such designation, the Company Parent Borrower and its Consolidated Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 ‎Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Company Parent Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Subordinated Indebtedness). The designation of any Restricted Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Parent Borrower or the Borrowers, as applicable, therein at the date of designation in an amount equal to the net book fair market value (or, in of the case Parent’sParent Borrower’s or the Borrowers’ investment therein. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Person outstanding on Subsidiary existing at such date will time. (b) (i) The Parent Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary unless such Restricted Subsidiary does not have legal or beneficial ownership of, or an exclusive license to, any IP Rights constituting Collateral, in each case, that is material to the business of the Borrowers and its Restricted Subsidiaries, taken as a whole and (ii) the Borrowers and its Restricted Subsidiaries shall not be permitted to transfer to any Unrestricted Subsidiary legal or beneficial ownership of, or an exclusive license to, any IP Rights constituting Collateral, in each case, that is material to the business of the Borrowers and its Restricted Subsidiaries, taken as a whole; provided, that the foregoing shall not be deemed or interpreted to have been incurred by restrict any exclusive licenses granted to a such Person on Restricted Subsidiary for a legitimate business purpose that is only exclusive with respect to a particular type or field (or types or fields) of usage or a certain territory or group of territories, in each case that does not effectively result in the transfer of beneficial ownership of such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05IP Rights.

Designation of Subsidiaries. The Company Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that: (a) other than in the case of the designation of (x) a Joint Venture in existence on the Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation (or re-designation), no Default or Event of Default under Section 9.01(a) or (f) shall have occurred and be continuing, ; (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the case of the designation establishment of a Excluded Unrestricted SubsidiaryQualified Securitization Financing, immediately after giving effect to such designation (or re-designation), the Company and its Consolidated Subsidiaries shall be in compliance, Senior Secured 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 equal to 8.10:1.00 (calculated on a Pro Forma Basis, with the covenants set forth in Section 7.10 () and, as a condition precedent to the effectiveness of any such designation (or re-designation), the Company Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such compliance), test; (c) no Borrower may be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (i) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it 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 (d) the Investment resulting from the designation of such Restricted Subsidiary” for the purpose of any Permitted Subordinated IndebtednessSubsidiary as an Unrestricted Subsidiary as described above is permitted by Section 7.02. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies Borrower therein at the date of designation in an amount equal to the net book fair market value as determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (or, in the case as applicable) Investment therein. The designation of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Person outstanding Subsidiary existing at such time and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Borrower in good faith at the date of such date will be deemed to have been incurred by designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Person on such date for purposes of Section 7.03, but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05Subsidiary.