Common use of Designation of Subsidiaries Clause in Contracts

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designation.

Designation of Subsidiaries. The board of directors of the Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted 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 6.12 are satisfied; provided that that: (ia) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing, ; (iib) immediately after giving pro forma effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, pro forma compliance with the covenants set forth in Section 7.11 based on the most recent financial statements furnished pursuant to Sections 6.01(a) and (andb), as applicable; and (c) in the case of a condition precedent to the effectiveness designation of any a Restricted Subsidiary as an Unrestricted Subsidiary, each Subsidiary of such designationSubsidiary has been, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)or concurrently therewith will be, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryin accordance with this Section 6.12. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at in such Unrestricted Subsidiary on the date of designation in an amount equal to the net book fair market value of the Borrower’s Investment therein (as applicable) investment thereindetermined reasonably and in good faith by a Responsible Officer). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Investment, Indebtedness or Liens Liens, as the case may be, of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower Guarantor may at any time not designate any Restricted Subsidiary as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that , or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (ia) immediately before and after such designation, no Default the Guarantor shall have occurred and be continuinggiven not less than ten (10) days’ prior written notice to the Banks that the board of directors of the Guarantor has made such determination, (iib) at the time of such designation or redesignation, and immediately after giving effect to such designationthereto, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness no Default or Event of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)Default would exist, (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for in the purpose case of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall constitute an Investment not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of the Guarantor or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted by the Borrower therein at provisions of Section 6.4, (d) in the date of designation in an amount equal to the net book value case of the Borrower’s (as applicable) investment therein. The designation of any an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any and after giving effect thereto, all outstanding Indebtedness or and all existing Liens of such Restricted Subsidiary existing so designated shall be permitted within the applicable limitations of Sections 6.1 and 6.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time to after the extent surviving such designationdate of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. The board of directors of the Borrower or Holdings may at any time after the Effective Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such 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, continuing and (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose purposes of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiarySecond Lien Credit Agreement. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value of the BorrowerHoldings’ or its Subsidiary’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower or the applicable Subsidiary in Unrestricted Subsidiaries pursuant to the extent surviving preceding sentence in an amount equal to the Fair Market Value at the date of such designationdesignation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.11 (if then in effect, and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), compliance and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New any Senior Notes Documents, Opco Senior Notes Documents or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s or its Subsidiary’s (as applicable) investment Investment therein. 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 the Borrower in Unrestricted Subsidiaries pursuant to the extent surviving preceding sentence in an amount equal to the fair market value at the date of such designationdesignation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The board of directors of the Parent Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Parent Borrower and the Restricted Subsidiaries shall be in compliance, compliance with Section 7.14 calculated on a Pro Forma Basis, pro forma basis for such designation in accordance with the covenants set forth in Section 7.11 1.10 (and, as a condition precedent to the effectiveness of any such designation, the Parent Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such compliance), test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the ABL Facilities, the New Notes Senior Notes, any Alternative Incremental Facilities Indebtedness, any Permitted Credit Facilities Refinancing Indebtedness or any other Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryFinancing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value of the Parent Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Loan Parties in Unrestricted Subsidiaries pursuant to the extent surviving preceding sentence in an amount equal to the Fair Market Value at the date of such designationdesignation of the Loan Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section Sections 7.02 and 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicableSenior Subordinated Notes, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment thereintherein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board Board of directors Directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Borrower and Senior Secured Leverage Ratio for the Restricted Subsidiaries shall be in compliance, Test Period immediately preceding such designation is less than or equal to 4.00 to 1.00 (calculated on a Pro Forma Basis, with the covenants set forth in Section 7.11 ) (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such compliance), test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the New Notes Senior Notes, any Permitted Additional Debt or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors In the case of the Borrower may Borrower, at any time and from time to time in its sole discretion, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants covenant set forth in Section 7.11 6.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary that owns any Equity Interests of any Restricted Subsidiary, shall be an Unrestricted Subsidiary, [reserved], no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose guarantees any Material Indebtedness of the New Notes or Loan Parties (including any Junior FinancingSenior Notes) and there shall be no Unrestricted Subsidiary (other than Titan II, as applicable, Ascension and (ivHII Risk Management) no on the Effective Date. If any Person becomes a Restricted Subsidiary may be designated as on any date after the Effective Date (including by redesignation of an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute Subsidiary), the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at Person outstanding on such time date will be deemed to the extent surviving have been incurred by such designationPerson on such date for purposes of Section 6.01.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and Secured Leverage Ratio for the Restricted Subsidiaries shall be in compliance, Test Period immediately preceding such designation calculated on a Pro Forma Basis, pro forma basis for such designation in accordance with the covenants set forth in Section 7.11 1.10 is less than or equal to 3.75 to 1.0 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such compliance), test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the New Notes ABL Facilities, the Bridge Facility Agreement or any other Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryFinancing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Loan Parties in Unrestricted Subsidiaries pursuant to the extent surviving preceding sentence in an amount equal to the fair market value at the date of such designationdesignation of the Loan Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) the Borrower may not be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Senior Notes or any other Junior Financing, as applicable, and (ivv) no Restricted the Investment resulting from the designation of such Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryas described in the immediately succeeding sentence is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value of the Borrower’s (as applicable) investment thereinnet assets of the respective Subsidiary at the time that such Subsidiary is designated an Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Administrative 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 (i) immediately before and after such designation, no Default shall have occurred and be continuing, (iia) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 no Event of Default exists (and, as a condition precedent including after giving effect to the effectiveness reclassification of any such designationInvestment in, any Indebtedness of and/or any Lien on the assets of, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such complianceapplicable Restricted Subsidiary or Unrestricted Subsidiary), (iiib) no Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” or “Loan Party” for the purpose purposes of the New Senior Unsecured Notes or any Junior Financing, as applicable, Indenture and (ivc) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in the Administrative Borrower or in any Restricted Subsidiary may be of the Administrative Borrower (unless such Restricted Subsidiary is contemporaneously designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property of the Administrative Borrower or any Restricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation (unless the Administrative Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or grant such Liens in favor of any Subsidiary as an such Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal pursuant to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationSection 6.01 and 6.

Designation of Subsidiaries. The board of directors of the Borrower Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, Holdings, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower Holdings shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower Company may at any time designate any Restricted Subsidiary of the Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (7.11, and, as a condition precedent to the effectiveness of any such designation, the Borrower Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), compliance and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New any Senior Unsecured Notes Documents, Indebtedness incurred under Section 7.03(s) or Section 7.03(w) or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower Company therein at the date of designation in an amount equal to the net book fair market value of the BorrowerCompany’s or its Subsidiary’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Company in Unrestricted Subsidiaries pursuant to the extent surviving preceding sentence in an amount equal to the fair market value at the date of such designationdesignation of the Company’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower Company may at not designate or re-designate any time Unrestricted Subsidiary as a Restricted Subsidiary and may not designate or re-designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as Subsidiary, in each case without the prior written consent of the Required Holders, except that, subject to compliance with clauses (c) and (d) of this Section 10.7: (a) a Restricted Subsidiary; provided Subsidiary that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary is an SPE may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or ; (b) any Junior Financing, as applicable, and (iv) no other Restricted Subsidiary may be designated as an Unrestricted Subsidiary if so long as (i) it was previously designated shall not, directly or indirectly, own any Indebtedness or capital stock (or similar equity interests) of the Company or any Restricted Subsidiary, and (ii) the designation shall be deemed to be a sale or other disposition of assets to be consummated within the limitations of Section 10.5(b)(iii) and, immediately after giving effect to such deemed sale or other disposition, the Company would be in pro-forma compliance with such Section; (c) immediately after giving effect to such designation as an Unrestricted Subsidiary, the Company would be in pro-forma compliance with Section 10.11; and (d) no such designation or redesignation shall be effective unless the Company has delivered to the holders of Notes written notice thereof together with a certification by a Responsible Officer of the Company that the requirements set forth in this Section 10.7 have been satisfied. The For the avoidance of doubt, upon and following the designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, each Restricted Subsidiary so designated shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time be subject to the extent surviving such designationprovisions of this Agreement which apply to Restricted Subsidiaries.

Designation of Subsidiaries. The board of directors of the 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 (i) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately before and after such designation, no Event of Default shall have occurred and be continuing, exists (ii) immediately including after giving effect to such designationthe reclassification of Investments in, Indebtedness of and Liens on the assets of, the Borrower and applicable Restricted Subsidiary or Unrestricted Subsidiary)and (ii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness Subsidiary of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating (unless such compliance), (iii) no Restricted Subsidiary may be is also designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose ) or hold any Indebtedness of or any Lien on any property of the New Notes Borrower or any Junior Financing, as applicable, and its Restricted Subsidiaries (iv) no unless the Borrower or such Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal is permitted to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary existing at such time pursuant to the extent surviving such designationSections 6.01 and 6.

Designation of Subsidiaries. The board of directors of the Borrower Parent Guarantor may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower Parent Guarantor and the Restricted its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Borrower Parent Guarantor shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiic) no Borrower may be designated as an Unrestricted Subsidiary and (d) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Parent Guarantor or the Borrower relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book value of the Borrowersuch Person’s (as applicable) investment thereintherein and the Investment resulting from such designation must otherwise be in compliance with Section 7.02. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to time. As of the extent surviving such designationdate hereof, the Unrestricted Subsidiaries of the Parent Guarantor are set forth on Schedule 6.15.

Designation of Subsidiaries. The board of directors of the Borrower Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Event of Default shall have occurred and be continuingcontinuing or would result from such designation, (iib) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries Holdings shall be in compliance, compliance on a Pro Forma Basis, Basis with the covenants set forth in Section 7.11 (andSections 6.12 and 6.13 recomputed as of the last day of the most recently ended fiscal quarter of Holdings, as a condition precedent to the effectiveness of any such designation, and the Borrower shall deliver have delivered to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the reasonably detailed calculations demonstrating such compliancecompliance with this clause (b), and (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryrestricted subsidiary” for the purpose of the New Notes or a “guarantor” (or any Junior Financing, as applicable, and (ivsimilar designation) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryfor any Material Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment investment by the Borrower parent company of such Subsidiary therein under Section 6.04(r) at the date of designation in an amount equal to the net book value of the Borrowersuch parent company’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of (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 (i) immediately before and after such designation, at no Default shall have occurred and time may any Subsidiary be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary hereunder if it is a “Restricted restricted Subsidiary” (or term of similar import) for the purpose of the New ABL Facility, the Senior Secured Notes, the Stepped Up Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryDebt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime. (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.

Designation of Subsidiaries. The board of directors of the Borrower Intermediate Holdings may at any time designate any Restricted newly-created or newly-acquired Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries Intermediate Holdings shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants financial covenant set forth in Section 7.11 6.13, regardless of whether Intermediate Holdings is otherwise required to comply with such financial covenant at such time (and, as a condition precedent to the effectiveness of any such designation, the Borrower Intermediate Holdings shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiiii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time time, (iii) the designation of such Subsidiary as an Unrestricted Subsidiary shall constitute an Investment therein at the date of designation in an amount equal to the extent surviving fair market value of the Investment in such Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) no Subsidiary may be designated as an Unrestricted Subsidiary unless it is concurrently designated as an “Unrestricted Subsidiary” for purposes of the Senior Notes and (vi) immediately before and after any such designation, no Default or Event of Default shall have occurred and be continuing.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, compliance with the Senior Secured First Lien Incurrence Test (calculated on a Pro Forma Basis, with the covenants set forth in Section 7.11 ) (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such compliance), test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New High Yield Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors In the case of the Borrower may Borrower, at any time and from time to time in its sole discretion, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants covenant set forth in Section 7.11 6.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiic) no Subsidiary that owns any Equity Interests of any Restricted Subsidiary, shall be an Unrestricted Subsidiary, (d) [reserved], (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose guarantees any Material Indebtedness of the New Notes or Loan Parties (including any Junior Financing, as applicable, Senior Notes) and (ivf) there shall be no Unrestricted Subsidiary (other than Titan II, Ascension and HII Risk Management) on the Effective Date. If any Person becomes a Restricted Subsidiary may be designated as on any date after the Effective Date (including by redesignation of an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute Subsidiary), the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at Person outstanding on such time date will be deemed to the extent surviving have been incurred by such designationPerson on such date for purposes of Section 6.01.

Designation of Subsidiaries. The board of directors of the Borrower Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower Company and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Borrower, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Existing Notes, the New Notes or any Junior Financing, as applicable, and (ivv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Company therein at the date of designation in an amount equal to the net book value of the BorrowerCompany’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board Board of directors of the Borrower Directors may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Parent Borrower and the Restricted Subsidiaries shall be in compliance, compliance with the Financial Covenants (calculated on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), and (iii) 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 of the New Senior Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date, shall constitute an Investment by the Parent Borrower therein at the date of designation as set forth in an amount equal to the net book value definition of the Borrower’s (as applicable) investment therein. “Investment.” The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the extent surviving such designationdefinition of “Investment.” Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Sections 6.12 and 6.13 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Senior Notes (or any Junior FinancingPermitted Refinancing thereof) or any Subordinated Debt, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing or would result from such designation, (iib) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall would be in compliance, compliance with Sections 6.12 and 6.13 on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, Basis and the Borrower shall deliver have delivered to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the reasonably detailed calculations demonstrating such compliance), compliance with this clause (iiib) and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryrestricted subsidiary” or a “guarantor” (or any similar designation) for the purpose of the New Senior Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryMaterial Indebtedness that is subordinated in right of payment to the Obligations. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower parent company of such Subsidiary therein under Section 6.04(u) at the date of designation in an amount equal to the net book fair market value of the Borrowersuch parent company’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any 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 time, and (ii) a return on any Investment in Unrestricted Subsidiaries pursuant to the extent surviving preceding sentence in an amount equal to the fair market value at the date of such designationdesignation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The board of directors of the Parent Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Parent Borrower and the Restricted Subsidiaries shall be in compliance, compliance with Section 7.14 calculated on a Pro Forma Basis, pro forma basis for such designation in accordance with the covenants set forth in Section 7.11 1.10 (and, as a condition precedent to the effectiveness of any such designation, the Parent Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such compliance), test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the ABL Facilities, the New Notes Senior Notes, or any other Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryFinancing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the net book value of the Parent Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Loan Parties in Unrestricted Subsidiaries pursuant to the extent surviving preceding sentence in an amount equal to the Fair Market Value at the date of such designationdesignation of the Loan Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time after the Closing Date designate (or re-designate) any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose purposes of the New Notes or any Junior Financing, as applicable, Second Lien Credit Agreement and (ivii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary may be of the Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary if it was previously designated an simultaneously with the aforementioned designation in accordance with the terms of this Section 5.10) or hold any Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted hereunder to incur such Indebtedness or grant such Lien in favor of such Unrestricted Subsidiary). The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity interest therein as estimated by the Borrower in good faith (as applicable) investment therein. The and such designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time only be permitted to the extent surviving such designation.Investment is permitted under Section 6.06

Designation of Subsidiaries. The board of directors (or similar governing body) of the Borrower Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower Holdings and the Restricted its Subsidiaries shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)Sections 7.10 and 7.11, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior FinancingSenior Notes, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The , (v) the Borrower shall deliver to the Administrative Agent at least five (5) Business Days prior to such designation a certificate of a Responsible Officer of Holdings, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating compliance with the foregoing clauses (i) through (iv) of this Section 6.14 and, if applicable, certifying that such subsidiary meets the requirements of an Unrestricted Subsidiary and (vi) at least ten (10) days prior to the designation of any Unrestricted Subsidiary as an Unrestricted Subsidiary a Restricted Subsidiary, the Lenders shall constitute an Investment have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the Borrower therein at the date of designation in an amount equal PATRIOT Act, with respect to the net book value of the Borrower’s (as applicable) investment thereinsuch subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Parent Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and Secured Leverage Ratio for the Restricted Subsidiaries shall be in compliance, Test Period immediately preceding such designation calculated on a Pro Forma Basis, pro forma basis for such designation in accordance with the covenants set forth in Section 7.11 1.10 is less than or equal to 3.75 to 1.0 (and, as a condition precedent to the effectiveness of any such designation, the Parent Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such compliance), test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the New Notes CF Facilities, the Bridge Facility Agreement or any other Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryFinancing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the net book value of the Parent Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Loan Parties in Unrestricted Subsidiaries pursuant to the extent surviving preceding sentence in an amount equal to the fair market value at the date of such designationdesignation of the Loan Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The board of directors of (a) Subject to Sections 6.14(b) and (c) below and Section 7.7(t), the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s Investment therein (as applicableand with such Investment to be permitted to be made and be maintained solely pursuant to Section 7.7(t)) investment therein. The and (ii) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless no Event of Default shall have occurred or be continuing immediately before and after giving effect to the extent surviving such designation. (c) No Subsidiary that is a 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 the Senior Notes Indenture or any other Material Indebtedness of the Borrower or any of its Restricted Subsidiaries.

Designation of Subsidiaries. The board of directors of the Borrower Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower Company and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 7.11(a) and (b) (and, as a condition precedent to the effectiveness of any such designation, the Borrower Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is the Borrower, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Existing Notes, the New Notes Notes, any Junior Financing or any Junior FinancingPermitted Refinancing of any of the foregoing, as applicable, and (ivv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Company therein at the date of designation in an amount equal to the net book value of the BorrowerCompany’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower Holdings may at any time after the Initial Borrowing Date designate any Restricted Subsidiary of the U.S. Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries Holdings shall be in compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.11 Sections 10.09 (whether or not such covenant is applicable at such time in accordance with its terms) and, as a condition precedent to the effectiveness of any such designation, the Borrower Holdings shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for in the purpose case of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary Subsidiary, such designation shall constitute an Investment by the Borrower therein at the date of designation in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the net book value worth of the Borrower’s Subsidiary designated immediately prior to such designation (as applicablesuch net worth to be calculated without regard to any Obligations of such Subsidiary under the Subsidiaries Guaranty) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute and (y) the incurrence at the time of designation aggregate principal amount of any Indebtedness or Liens of such owed by the Subsidiary existing at such time to the extent surviving U.S. Borrower or any of its Subsidiaries immediately prior to such designation., all calculated, except as set forth in the parenthetical to clause

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 9.11 of the Term Loan Credit Agreement (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiic) the Borrower may not be designated as an Unrestricted Subsidiary and (d) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose purposes of any Senior Subordinated Notes Document or the New Notes Term Loan Credit Document or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryPermitted Refinancing Indebtedness incurred to Refinance such Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 9.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiic) the Borrower may not be designated as an Unrestricted Subsidiary and (d) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose purposes of any Senior Subordinated Notes Document or the New Notes Revolving Credit Document or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryPermitted Refinancing Indebtedness incurred to Refinance such Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. (a) The board Borrower may designate any subsidiary (including any existing subsidiary and any newly acquired or newly formed subsidiary, but excluding the Dayforce Entities) to be an Unrestricted Subsidiary unless such subsidiary or any of directors its subsidiaries owns any Capital Stock of the Borrower may at any time designate any or a 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 (i) immediately before such designation complies with the covenants described in Section 6.03(c) and after such designation, (ii) no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to continuing at the time of such designation. Furthermore, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if hereunder unless it is a also designated as an “Restricted Unrestricted Subsidiary” for the purpose purposes of the New Notes or any Junior Financing, as applicable, and Material Debt Documentation. (ivb) no Restricted Subsidiary The Borrower may be designated as an designate any Unrestricted Subsidiary if it was previously designated an Unrestricted to be a Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time for purposes of Section 6.01 or 6.02, as the case may be. Any such designation by the Borrower shall be notified by the Borrower to the extent surviving Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the board of directors of the Borrower or any committee thereof giving effect to such designationdesignation and an officer’s certificate certifying that such designation complied with the foregoing provisions.

Designation of Subsidiaries. The board of directors of the any Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default shall have occurred and be continuing, (iib) immediately before and after giving effect to such designation, Borrowing Availability shall be no less that $25,000,000, (c) immediately after giving effect to such designation, the Borrower UHS and the Restricted its Subsidiaries shall be in compliance, on a Pro Forma Basis, with Articles 6 and 7, including the covenants financial covenant set forth in Section 7.11 as if in effect on the date thereof (and, as a condition precedent to the effectiveness of any such designation, the Borrower Borrowers shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiid) no Borrower may be designated as an Unrestricted Subsidiary and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryPermitted Subordinated Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by such Borrower or the Borrower relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book value of the Borrowersuch Person’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing or would result from such designation, (iib) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in complianceTotal Leverage Ratio, determined on a Pro Forma BasisBasis as of the last day of the most recently ended fiscal quarter of Holdings, with the covenants set forth in Section 7.11 (andis less than 2.75 to 1.00, as a condition precedent to the effectiveness of any such designation, and the Borrower shall deliver have delivered to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the reasonably detailed calculations demonstrating such compliance), compliance with this clause (iiib) and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryrestricted subsidiary” for the purpose of the New Notes or a “guarantor” (or any Junior Financing, as applicable, and (ivsimilar designation) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryfor any Material Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower parent company of such Subsidiary therein under Section 6.04(u) at the date of designation in an amount equal to the net book value of the Borrowersuch parent company’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary, and the making of an Investment by such Subsidiary in any Investments of such Subsidiary, in each case existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower Holdings may at any time not designate any Restricted Subsidiary as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that , or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (ia) immediately before and after such designation, no Default Holdings shall have occurred and be continuinggiven not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made such determination, (iib) at the time of such designation or redesignation, and immediately after giving effect to such designationthereto, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness no Default or Event of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)Default would exist, (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for in the purpose case of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall constitute an Investment not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted by the Borrower therein at provisions of Section 7.4, (d) in the date of designation in an amount equal to the net book value case of the Borrower’s (as applicable) investment therein. The designation of any an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any and after giving effect thereto, all outstanding Indebtedness or and all existing Liens of such Restricted Subsidiary existing so designated shall be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time to after the extent surviving such designationdate of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. The board of directors of the Borrower Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower Holdings and the Restricted its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiic) the Borrower and the Designated Regulated Subsidiaries may not be designated as an Unrestricted Subsidiary and (d) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “"Restricted Subsidiary” " for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Holdings or the Borrower (as applicable) therein at the date of designation in an amount equal to the net book value of Holdings' or the Borrower’s 's (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing or would result from such designation, (iib) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in complianceTotal Leverage Ratio, determined on a Pro Forma BasisBasis as of the last day of the most recently ended fiscal quarter of the Borrower, with the covenants set forth in Section 7.11 (andis less than 2.75 to 1.00, as a condition precedent to the effectiveness of any such designation, and the Borrower shall deliver have delivered to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the reasonably detailed calculations demonstrating such compliance), compliance with this clause (iiib) and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryrestricted subsidiary” for the purpose of the New Notes or a “guarantor” (or any Junior Financing, as applicable, and (ivsimilar designation) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryfor any Material Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower parent company of such Subsidiary therein under Section 6.04(u) at the date of designation in an amount equal to the net book value of the Borrowersuch parent company’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary, and the making of an Investment by such Subsidiary in any Investments of such Subsidiary, in each case existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of (a) Subject to Section 7.7(b), the Borrower Company may at any time by written notice to the Collateral Agent (for distribution to the Holders) designate (or redesignate) any Restricted Subsidiary (other than the Borrowers) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Company (if the direct parent thereof) or the applicable Restricted Subsidiary parent thereof, as applicable, therein at the date of designation in an amount equal to the net book fair market value of the Borrowernet assets of such subsidiary attributable to the Company’s (or the applicable Restricted Subsidiary’s, as applicable) investment therein, equity interest therein as estimated by the Company in good faith (and such designation shall only be permitted to the extent such Investment is permitted under Section 8.5). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time time. (b) The Company may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, (A) in each case unless no Default or Event of Default exists or would result therefrom and (B) in the case of clause (x) only, the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own a majority of the extent surviving Equity Interests of any Restricted Subsidiary (unless such designationRestricted Subsidiary is also being concurrently designated as an Unrestricted Subsidiary in accordance with this Section 7.7).

Designation of Subsidiaries. The board of directors of the Borrower Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower Company and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Borrower Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Senior Subordinated Notes or any other Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiarySubsidiary and (v) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Borrower. The designation of any Subsidiary that is a Loan Party as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Company therein at the date of designation in an amount equal to the net book value of the Borrowerapplicable Loan Party’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower Company may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) other than in the case of the designation of (x) a Joint Venture in existence on the 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 and (b) other than in the case of the designation of an Excluded Unrestricted Subsidiary, (ii) immediately after giving effect to such designation, the Borrower Company and the its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Borrower Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the Borrower 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 Borrower’s (as applicable) investment Restricted Companies’ Investments therein. The designation If any Person becomes a Restricted Subsidiary on any date after the Effective Date (including by redesignation of any an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute Subsidiary), the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at Person outstanding on such time date will be deemed to the extent surviving have been incurred by such designationPerson on such date for purposes of Section 7.03.

Designation of Subsidiaries. The board of directors (or similar governing body) of the Borrower Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower Holdings and the Restricted its Subsidiaries shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)Sections 7.09 and 7.10, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The , (iv) the Borrower shall deliver to the Administrative Agent at least five (5) Business Days prior to such designation a certificate of a Responsible Officer of Holdings, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating compliance with the foregoing clauses (i) through (iv) of this Section 6.14 and, if applicable, certifying that such subsidiary meets the requirements of an Unrestricted Subsidiary and (v) at least ten (10) days prior to the designation of any Unrestricted Subsidiary as an Unrestricted Subsidiary a Restricted Subsidiary, the Lenders shall constitute an Investment have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the Borrower therein at the date of designation in an amount equal PATRIOT Act, with respect to the net book value of the Borrower’s (as applicable) investment thereinsuch subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board Board of directors Directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Borrower and Senior Secured Net Leverage Ratio for the Restricted Subsidiaries shall be in compliance, Test Period immediately preceding such designation is less than or equal to 4.00 to 1.00 (calculated on a Pro Forma Basis, with the covenants set forth in Section 7.11 ) (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such compliance), test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the New Notes Senior Notes, any Permitted Additional Debt or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower Holdings may at any time not designate any Restricted Subsidiary as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that , or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (ia) immediately before and after such designation, no Default Holdings shall have occurred and be continuinggiven not less than ten days’ prior written notice to the Lenders that the Board of Directors of Holdings has made such determination, (iib) at the time of such designation or redesignation, and immediately after giving effect to such designationthereto, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness no Default or Event of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)Default would exist, (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for in the purpose case of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall constitute an Investment not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted by the Borrower therein at provisions of Section 7.4, (d) in the date of designation in an amount equal to the net book value case of the Borrower’s (as applicable) investment therein. The designation of any an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any and after giving effect thereto, all outstanding Indebtedness or and all existing Liens of such Restricted Subsidiary existing so designated shall be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time to after the extent surviving such designationdate of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, compliance with the Senior Secured Leverage Test (calculated on a Pro Forma Basis, with the covenants set forth in Section 7.11 ) (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such compliance), test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Senior Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, compliance with the Senior Secured Leverage Test (calculated on a Pro Forma Basis, with the covenants set forth in Section 7.11 ) (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such compliance), test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New High Yield Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower Company may at any time designate any Restricted Subsidiary of the Company (other than any Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower Payment Conditions shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicablesatisfied, and (ivc) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if (i), after such designation, it was previously designated an would be a “restricted subsidiary” under any Permitted Term Loan Indebtedness or Subordinated Debt or (ii) any Restricted Subsidiary would be a Subsidiary of such Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower Company therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s Company or its Restricted Subsidiaries’ (as applicable) investment thereinInvestments therein as determined in good faith by the Borrower Representative. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary after the Effective Date shall constitute the incurrence at the time of designation the incurrence of any Indebtedness or Liens of such Restricted Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower Company and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.11 7.11(a) (regardless of whether such covenant is then applicable) (and, as a condition precedent to the effectiveness of any such designation, the Borrower Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is the Borrower, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Existing Notes, the New Notes Notes, any Junior Financing or any Junior FinancingPermitted Refinancing of any of the foregoing, as applicable, and (ivv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Company therein at the date of designation in an amount equal to the net book value of the BorrowerCompany’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Parent Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, and (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the CF Facilities, the New Notes Senior Notes, or any other Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryFinancing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the net book value of the Parent Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Loan Parties in Unrestricted Subsidiaries pursuant to the extent surviving preceding sentence in an amount equal to the Fair Market Value at the date of such designationdesignation of the Loan Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary of the Borrower that is an Insurance Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary of Borrower; provided that (i) immediately before and after such designationdesignation on a pro forma basis, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Section 7.11 7.1 (and, it being understood that as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for (or any other term of similar meaning and import) under and as defined in the purpose documents governing the Senior Subordinated Loans, the Exchange Notes, the Rollover Loans, the Take Out Debt, the Permitted Additional Subordinated Debt or and any Permitted Refinancing Indebtedness in respect of any of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryforegoing. The designation of any such Insurance Subsidiary in accordance with the previous sentence as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s or its Subsidiary’s (as applicable) investment therein. The therein (and such designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time only be permitted to the extent surviving such designationInvestment is permitted under Section 7.8).

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary Designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that , or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (ia) immediately before and after such designation, no Default the Guarantor shall have occurred and be continuinggiven not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of the Guarantor has made such determination, (iib) at the time of such designation or redesignation, and immediately after giving effect to such designationthereto, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness no Default or Event of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)Default would exist, (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for in the purpose case of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall constitute an Investment not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of the Guarantor or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted by the Borrower therein at provisions of Section 7.4, (d) in the date of designation in an amount equal to the net book value case of the Borrower’s (as applicable) investment therein. The designation of any an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any and after giving effect thereto, all outstanding Indebtedness or and all existing Liens of such Restricted Subsidiary existing so designated shall be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time to after the extent surviving such designationdate of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. The board Board of directors Directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.11 6.08 (or in the case of designations prior to September 30, 2011, a pro forma Consolidated Leverage Ratio of 4.50:1.00 or less as of the last day of the immediately preceding Fiscal Quarter) (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), ) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in complianceSenior Loan-to-Value Ratio, tested on a Pro Pro-Forma Basis, with the covenants set forth in Section 7.11 (shall not exceed 45% and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent Lender a certificate setting forth in reasonable detail the calculations demonstrating such compliance), compliance and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes any Indebtedness for borrowed money permitted under Section 7.03 with an aggregate outstanding principal amount in excess of $100,000,000 or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s or its Subsidiary’s (as applicable) investment Investment therein. 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 the Borrower in such Subsidiary pursuant to the extent surviving preceding sentence in an amount equal to the fair market value at the date of such designationdesignation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The board of directors (or similar governing body) of the Borrower Company may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately before and after giving effect to such designation, the Borrower Company and the Restricted its Subsidiaries shall be in compliance, compliance on a Pro Forma Basis, Basis with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)Financial Covenants, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated is a restricted subsidiary under the terms of any other Indebtedness of the Company or its Restricted Subsidiaries and (iv) the Company shall deliver to the Agent a certificate of a Responsible Officer of the Company, together with all relevant financial information reasonably requested by the Agent, demonstrating compliance with the foregoing clauses (i) through (iii) of this Section 6.15 and, if applicable, certifying that such subsidiary meets the requirements of an “Unrestricted Subsidiary”. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Company therein at the date of designation in an amount equal to the net book fair market value of the BorrowerCompany’s (Investment therein as applicable) investment thereinof the date of such designation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted newly-created or newly-acquired Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants financial covenant set forth in Section 7.11 6.13, regardless of whether the Borrower is otherwise required to comply with such financial covenant at such time (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiiii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time time, (iii) the designation of such Subsidiary as an Unrestricted Subsidiary shall constitute an Investment therein at the date of designation in an amount equal to the extent surviving fair market value of the Investment in such Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) no Subsidiary may be designated as an Unrestricted Subsidiary unless it is concurrently designated as an “Unrestricted Subsidiary” for purposes of the Senior Notes and (vi) immediately before and after any such designation, no Default or Event of Default shall have occurred and be continuing.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, compliance with the Senior Secured Incurrence Test (calculated on a Pro Forma Basis, with the covenants set forth in Section 7.11 ) (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such compliance), test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New High Yield Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board Board of directors Directors of the Borrower may at any time (i) designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary or (ii) designate any Qualified Restricted Subsidiary as, or otherwise cause or permit any such Qualified Restricted Subsidiary to become, a Restricted Subsidiary that is not a Qualified Restricted Subsidiary; provided that (iA) immediately before and after such designationdesignation or other action, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiiB) 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 New Senior Unsecured Notes or any other Junior Financing, as applicable, Financing and (ivC) no except in the case of a designation involving an Insurance Subsidiary or Securitization Subsidiary, the Consolidated EBITDA-NCI of the Borrower and the Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The Subsidiaries for the most recently ended Test Period prior to such designation of any Subsidiary as an Unrestricted Subsidiary (and after giving effect to such designation) shall constitute an Investment by at least 85.0% of Consolidated EBITDA-NCI of the Borrower therein at the date and all of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment thereinits Subsidiaries for such Test Period. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors (or equivalent governing body) of the Lead Borrower may at any time after the Closing Date designate (or redesignate) any Restricted Subsidiary subsidiary (other than the Canadian Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) 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), (ii) immediately after giving effect in the case of designating a Restricted Subsidiary to such designationbe an Unrestricted Subsidiary or redesignating an Unrestricted Subsidiary to be a Restricted Subsidiary, the Borrower and the Restricted 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 7.11 6.06 (and, as a condition precedent to selected by the effectiveness of any such designation, the Lead Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such complianceits sole discretion), (iii) no Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose purposes of the New Notes or any Junior Financing, Term Credit Agreement unless also being designated as applicablean Unrestricted Subsidiary thereunder, and (iv) as of the date of the designation or redesignation thereof, no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of own any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designation.​ ​

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Event of Default shall have occurred and be continuingcontinuing or would result from such designation, (iib) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in complianceTotal Net Leverage Ratio, calculated on a Pro Forma BasisBasis as of the last day of the most recently ended fiscal quarter of the Borrower, with does not exceed the covenants set forth in Section 7.11 (andApplicable Total Net Leverage Ratio as of such day, as a condition precedent to the effectiveness of any such designation, and the Borrower shall deliver have delivered to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the reasonably detailed calculations demonstrating such compliancecompliance with this clause (b), and (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryrestricted subsidiary” for the purpose of the New Notes or a “guarantor” (or any Junior Financing, as applicable, and (ivsimilar designation) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryfor any Material Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower parent company of such Subsidiary therein under Section 6.04(u) at the date of designation in an amount equal to the net book value of the Borrowersuch parent company’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary, and the making of an Investment by such Subsidiary in any Investments of such Subsidiary, in each case existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of (a) Subject to Section 6.18(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 (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s (as applicable) investment therein. The , (ii) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and (iii) the Indebtedness and Liens of such subsidiary at the time it is designated as a “restricted subsidiary” shall be treated as an Indebtedness and Liens of such Subsidiary at such time; and (b) The Borrower shall not (I) (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary unless, in any such case (a) after giving pro forma effect thereto, the Total Net Leverage Ratio for the Test Period immediately preceding such designation would be no greater than 2.00 to the extent surviving such designation1.00 and (b) no Event of Default shall have occurred and be continuing or would result therefrom or (II) transfer any Material IP to an Unrestricted Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower and the its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), and (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Borrower or the Borrower relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book fair market value of the Borrowersuch Person’s (as applicable) investment thereintherein and the Investment resulting from such designation must otherwise be in compliance with Section 7.02. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to time. On the extent surviving such designationEffective Date and on the Closing Date, there are no Unrestricted Subsidiaries, except as set forth on Schedule 5.11 or any amendments thereto.

Designation of Subsidiaries. The board of directors of the 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: (ia) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing, ; (iib) immediately after giving effect to such designationdesignation (and clause (c) below), the Parent Borrower and the Restricted Subsidiaries shall be in compliance, compliance on a Pro Forma Basis, Basis with the financial covenants set forth in Section 7.11 7.1; and (andc) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, as a condition precedent to the effectiveness each Subsidiary of any such designationSubsidiary has been, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)or concurrently therewith will be, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryin accordance with this Section 6.11. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower therein at 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 (as applicable) investment thereindetermined reasonably and in good faith by a Responsible Officer). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower may at any time after the Effective Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) 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 shall have occurred and be continuing, (iib) immediately after giving effect to such designationno Subsidiary that owns, or which has any Subsidiary which 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 the Subsidiary to be so designated) may be designated as an Unrestricted Subsidiary, and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower or the applicable Subsidiary in Unrestricted Subsidiaries pursuant to the extent surviving preceding sentence in an amount equal to the Fair Market Value at the date of such designation.SECTION

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Newany Existing Notes, any Senior Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designation.

Designation of Subsidiaries. (a) The board Borrower may designate any subsidiary (including any existing subsidiary and any newly acquired or newly formed subsidiary, but excluding the Dayforce Entities) to be an Unrestricted Subsidiary unless such subsidiary or any of directors its subsidiaries owns any Capital Stock of the Borrower may at any time designate any or a 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 (i) immediately before such designation complies with the covenants described in Section 6.03(c) and after such designation, (ii) no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to continuing at the time of such designation. Furthermore, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if hereunder unless it is a also designated as an “Restricted Unrestricted Subsidiary” for the purpose purposes of the New Notes or any Junior Financing, as applicable, and Material Debt Documentation. (ivb) no Restricted Subsidiary The Borrower may be designated as an designate any Unrestricted Subsidiary if it was previously designated an Unrestricted to be a Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time for purposes of Section 6.01 or 6.02, as the case may be. -120- WEIL:\96480003\20\34471.0013 Any such designation by the Borrower shall be notified by the Borrower to the extent surviving Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the board of directors of the Borrower or any committee thereof giving effect to such designationdesignation and an officer’s certificate certifying that such designation complied with the foregoing provisions.

Designation of Subsidiaries. The board of directors of the Borrower Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower Holdings and the Restricted its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) neither Mexican Borrower may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, Financing and (ivv) no Unrestricted Subsidiary that is designated as a Restricted Subsidiary may be designated redesignated as an Unrestricted Subsidiary if it was previously at any time prior to twelve (12) months after being so designated an Unrestricted as a Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Holdings or the Borrower Company (as applicable) therein at the date of designation in an amount equal to the net book value of Holdings’ or the BorrowerCompany’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the BR Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the BR Borrower and the Restricted its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the BR Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiic) no Borrower may be designated as an Unrestricted Subsidiary and (d) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by BR Borrower or the Borrower relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book value of the Borrowersuch Person’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes ABL Credit Agreement or any Junior Financing, as applicable, applicable and (iviii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s or its Subsidiary’s (as applicable) investment Investment therein. 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 the Borrower in Unrestricted Subsidiaries pursuant to the extent surviving preceding sentence in an amount equal to the fair market value at the date of such designationdesignation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The board of directors of the Parent Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, and (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the CF Facilities, the New Notes Senior Notes, or any other Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryFinancing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value of the Parent Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Loan Parties in Unrestricted Subsidiaries pursuant to the extent surviving preceding sentence in an amount equal to the Fair Market Value at the date of such designationdesignation of the Loan Parties’ (as applicable) Investment in such Subsidiary.”

Designation of Subsidiaries. (a) The 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 a Restricted Subsidiary; provided that if (i) immediately before no Event of Default is continuing or would result therefrom and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designationthe Total Net Leverage Ratio, the Borrower and the Restricted Subsidiaries shall be in compliance, calculated on a Pro Forma Basis, with would not exceed 3.50 to 1.00. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the covenants set forth 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 as described in Section 7.11 (and7.06 herein or under one or more clauses of the definition of Permitted Investments, as a condition precedent to the effectiveness of any such designation, determined by the Borrower (and shall deliver to only be permitted if such Investment would be permitted). That designation will only be permitted if the Administrative Agent a certificate setting forth in reasonable detail Investment would be permitted at that time and if the calculations demonstrating such compliance), (iii) no Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. No Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose purposes of the New Notes or any Junior Financing, as applicable, and (iv) no Indebtedness. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryno Event of Default is continuing or would result therefrom. The designation of any Subsidiary as an No Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal be permitted to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designation.own

Designation of Subsidiaries. The board of directors of the Parent Borrower may at any time designate any Restricted Subsidiary (other than the Dutch Parent Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and Senior Secured Leverage Ratio for the Restricted Subsidiaries shall be in compliance, Test Period immediately preceding such designation is less than or equal to 4.5 to 1.0 (calculated on a Pro Forma Basis, with the covenants set forth in Section 7.11 ) (and, as a condition precedent to the effectiveness of any such designation, the Parent Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such compliance), test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the New CF Facilities, the Senior Notes, the Senior Subordinated Notes or any other Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryFinancing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the net book value of the Parent Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) the Borrower may not be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Senior Subordinated Notes or any Junior Financing, as applicable, applicable and (ivv) no Restricted the Investment resulting from the designation of such Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryas described in the immediately succeeding sentence is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value of the Borrower’s (as applicable) investment thereinnet assets of the respective Subsidiary at the time that such Subsidiary is designated an Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of (a) Subject to clause (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 (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness indebtedness or Liens of such Subsidiary existing at such time time. (b) The Borrower may not (x) designate any Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Subsidiary, in each case unless: (i) immediately after giving Pro Forma Effect to such designation any related transactions, no Event of Default shall have occurred and be continuing; (ii) immediately after giving Pro Forma Effect to such designation and any related transactions, the Borrower shall be in pro forma compliance with the Financial Covenants; and (iii) in the case of clause (x), such Subsidiary shall not own any satellite or Intellectual Property that is, in the good faith determination of the Borrower, material to the extent surviving such designationbusiness of the Borrower and its Restricted Subsidiaries, taken as a whole.

Designation of Subsidiaries. The board of directors of the Borrower may at any time after the Effective Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary (including with respect to any newly acquired or newly formed Subsidiary of the Borrower); provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, continuing or result therefrom and (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 Financial Covenants (and, as a condition precedent to the effectiveness of any such designation, and the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment investment by the Borrower therein and its Subsidiaries, as applicable, in such Unrestricted Subsidiary at the date of such designation in an amount equal to the net book value Fair Market Value of the Borrower’s (as applicable) applicable parties’ investment thereinin such Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any investment by the Borrower or any Subsidiary in such former Unrestricted Subsidiary pursuant to the extent surviving preceding sentence in an amount equal to the Fair Market Value at the date of such designationdesignation of the Borrower’s and its Subsidiaries’ (as applicable) investment in such Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted 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: (ia) immediately before and after giving effect to any such designation, no Default or Event of Default shall have occurred and be continuing; (b) in the case of the designation of a Subsidiary as an Unrestricted Subsidiary, (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) immediately 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 Borrower and the Restricted Subsidiaries shall be in compliance, compliance with clauses (a) and (b) of Section 7.13 on a Pro Forma Basis, with the covenants set forth in Section 7.11 (pro forma basis; and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designation.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary (excluding Opco) as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at or prior to the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be notwithstanding anything else in compliance, on a Pro Forma Basis, with the covenants set forth in this Section 7.11 (and, as a condition precedent 6.15 to the effectiveness of contrary, any such designation, the Borrower shall deliver to the Administrative Agent Unrestricted Subsidiary that has been re-designated a certificate setting forth in reasonable detail the calculations demonstrating such compliance), Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary and (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Borrower or the Borrower relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book fair market value of the Borrowersuch Person’s (as applicable) investment thereintherein and the Investment resulting from such designation must otherwise be in compliance with Section 7.02. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to time. As of the extent surviving such designationdate hereof, any Unrestricted Subsidiaries of the Borrower are set forth in Schedule 6.15.

Designation of Subsidiaries. The board of directors of the Parent Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, and (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the New Notes CF Facilities, the Priority Guarantee Notes, the Senior Notes, or any other Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryFinancing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value of the Parent Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Loan Parties in Unrestricted Subsidiaries pursuant to the extent surviving preceding sentence in an amount equal to the Fair Market Value at the date of such designationdesignation of the Loan Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower and the its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), and (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Additional Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Borrower or the Borrower relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book fair market value of the Borrowersuch Person’s (as applicable) investment thereintherein and the Investment resulting from such designation must otherwise be in compliance with Section 7.02. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to time. As of the extent surviving such designationdate hereof, there are no Unrestricted Subsidiaries.

Designation of Subsidiaries. The board of directors of the Borrower Company may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) other than in the case of the designation of (x) a Joint Venture in existence on the 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 and (b) other than in the case of the designation of an Excluded Unrestricted Subsidiary, (ii) immediately after giving effect to such designation, the Borrower Company and the its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 7.07 (and, as a condition precedent to the effectiveness of any such designation, the Borrower Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary shall constitute an Investment by the Borrower 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 Borrower’s (as applicable) investment Restricted Companies’ Investments therein. The designation If any Person becomes a Restricted Subsidiary on any date after the Effective Date (including by redesignation of any an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute Subsidiary), the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at Person outstanding on such time date will be deemed to the extent surviving have been incurred by such designationPerson on such date for purposes of Section 7.03.

Designation of Subsidiaries. The board Board of directors of the Borrower Directors may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, subject in each case to the definitions of Restricted Subsidiary and Unrestricted Subsidiary; provided that no designation by the Board of Directors of any Borrower as an Unrestricted Subsidiary shall be effective unless: (i) such Borrower shall have repaid in full all of its outstanding Loans together with accrued and unpaid interest thereon, (y) all Letters of Credit issued for the account of such Borrower shall have expired or been canceled or cash collateralized in full and (z) the Company shall have delivered to each of the Banks a Borrowing Base Certificate as of the date of the proposed effectiveness of such designation calculating the Borrowing Base after giving effect thereto; (ii) after giving effect to such designation, the aggregate Credit Exposures of the Banks do not exceed the Borrowing Base set forth in the Borrowing Base Certificate delivered by the Company pursuant to clause (i) as a condition precedent to such designation; and (iii) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation. For avoidance of doubt, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute for purposes of Sections 5.7 and 5.15 an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) Company's investment therein. The , and the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute constitute, inter alia, the incurrence at the time of designation of any Indebtedness Debt or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower Guarantor may at any time not designate any Restricted Subsidiary as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that , or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (ia) immediately before and after such designation, no Default the Guarantor shall have occurred and be continuinggiven not less than ten (10) days’ prior written notice to the Banks that the board of directors of the Guarantor has made such determination, (iib) at the time of such designation or redesignation, and immediately after giving effect to such designationthereto, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness no Default or Event of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)Default would exist, (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for in the purpose case of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall constitute an Investment not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of the Guarantor or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted by the Borrower therein at provisions of Section 6.4, (d) in the date of designation in an amount equal to the net book value case of the Borrower’s (as applicable) investment therein. The designation of any an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any and after giving effect thereto, all outstanding Indebtedness or and all existing Liens of such Restricted Subsidiary existing so designated shall be permitted within the applicable limitations of Sections 6.1 and 6.2 , (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time to after the extent surviving such designationdate of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. The board of directors of the Parent Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, and (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the CF Facilities, the New Notes Senior Notes, or any other Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryFinancing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value of the Parent Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Loan Parties in Unrestricted Subsidiaries pursuant to the extent surviving preceding sentence in an amount equal to the Fair Market Value at the date of such designationdesignation of the Loan Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, compliance with the Senior Secured First Lien Incurrence Test (calculated on a Pro Forma Basis, with the covenants set forth in Section 7.11 ) (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such compliance), test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the High Yield Notes, any New Notes Senior Secured Notes, any Specified Refinancing Indebtedness or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors (or similar governing body) of the Borrower Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower Holdings and the its consolidated Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)Sections 7.06 and 7.07, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The , (iv) the Borrower shall deliver to the Administrative Agent at least five (5) Business Days prior to such designation a certificate of a Responsible Officer of Holdings, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating compliance with the foregoing clauses (i) through (iv) of this Section 6.11 and, if applicable, certifying that such subsidiary meets the requirements of an Unrestricted Subsidiary and (v) at least ten (10) days prior to the designation of any Unrestricted Subsidiary as an Unrestricted Subsidiary a Restricted Subsidiary, the Lenders shall constitute an Investment have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the Borrower therein at the date of designation in an amount equal PATRIOT Act, with respect to the net book value of the Borrower’s (as applicable) investment thereinsuch subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the BV Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the BV Borrower and the Restricted its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the BV Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiic) no Borrower may be designated as an Unrestricted Subsidiary and (d) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by BV Borrower or the Borrower relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book value of the Borrowersuch Person’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary (other than FMC) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time time, (ii) the designation of such Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Group Members therein at the date of designation in an amount equal to the extent surviving fair market value of each such Group Member’s Investment in such Subsidiary, (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, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Incremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt or any other Indebtedness of any Loan Party in excess of $125,000,000 and (v) immediately before and after any such designation, no Event of Default shall have occurred and be continuing.

Designation of Subsidiaries. The board of directors of the Borrower Representative may at any time after the Closing Date, by written notice to the Administrative Agent, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately prior to and after giving effect to such designation or re-designation: (i) immediately before and after such designation, no Event of Default shall have occurred and be continuingcontinuing or exist or would immediately result from such designation after giving Pro Forma Effect thereto, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiix) no Subsidiary may be designated as an Unrestricted Subsidiary if it is pursuant hereto may be designated as a “Restricted Subsidiary” for under the purpose terms of any other material Indebtedness of the New Notes Initial Borrower or any Junior Financing, its Restricted Subsidiaries outstanding at such time and (y) such designation shall be deemed to be an Investment on the date of such designation in an amount equal to the fair market value of the net assets of such Subsidiary attributable to the Initial Borrower’s (or its applicable Restricted Subsidiary’s) interest in the Capital Stock of such Subsidiary (as applicablereasonably determined by the Initial Borrower) and such designation shall be permitted only to the extent permitted under Section 6.07 on the date of such designation, and (iviii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated (or continue as) an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of , if such Subsidiary existing at such time to the extent surviving such designationowns, or has an exclusive license in, any Material Intellectual Property.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 7.1 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), ) and (iiic) no Subsidiary in existence as of the Closing Date, after giving effect to the Transactions, may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book value of the Borrowersuch Person’s (as applicable) investment thereintherein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.1). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) the Borrower may not be designated as an Unrestricted Subsidiary, (ii) 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 applicable Restricted Subsidiary or Unrestricted Subsidiary), (iiiii) immediately the Loan Parties shall be in pro forma compliance with the Financial Covenant after giving effect to such designation, the Borrower designation (and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, determined with the covenants set forth in Section 7.11 (and, as a condition precedent respect to the effectiveness of any such designation, the Borrower shall deliver most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such complianceAgent), (iiiiv) as of the date of the designation thereof, no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “shall own any Equity Interests in Holdings or its Restricted Subsidiary” for the purpose of the New Notes Subsidiaries or hold any Indebtedness of, or any Junior Financing, as applicable, Lien on any property of Holdings or its Restricted Subsidiaries and (ivv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The after giving effect to the designation of any Subsidiary as an Unrestricted Subsidiary, no Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal own, or hold exclusive rights in, any intellectual property that is material to the net book value business of the Borrower’s Holdings and its Restricted Subsidiaries (as applicable) investment therein. The designation of any Unrestricted Subsidiary taken 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 to the extent surviving such designation.whole) (provided 87

Designation of Subsidiaries. (a) The board Board of directors of the Borrower Directors may at any time after the Restatement Effective Date, in accordance with the definition of Unrestricted Subsidiary, designate any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, a subsidiary may be designated as an Unrestricted Subsidiary only if it is a newly created or acquired Subsidiary that has been created or acquired for the Borrower and the Restricted Subsidiaries shall be in compliance, on sole purpose of making a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)Permitted Investment, (iii) such designation is made substantially concurrently with such creation or acquisition and (iv) no Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiarySenior Secured Notes. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment investment by the Borrower Holdings therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) Holdings’ investment therein. . (b) The designation Board of Directors may designate any Unrestricted Subsidiary as to be a Restricted Subsidiary, a Borrower or a Guarantor for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) any Indebtedness owed by such Unrestricted Subsidiary shall constitute be permitted to be incurred under Section 6.01 on the incurrence at the time of designation of any Indebtedness or Liens date of such Subsidiary existing at Redesignation and (iii) any Liens on the property or assets of such time Unrestricted Subsidiary shall be permitted to be incurred under Section 6.02 on the extent surviving date of such designationSubsidiary Redesignation.

Designation of Subsidiaries. The board of directors of the Borrower Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Senior Subordinated Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors (or similar governing body) of the Borrower Company may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower Company and the Restricted its Subsidiaries shall be in compliancepro forma compliance with Sections 7.11, on a Pro Forma Basis7.12, with the covenants set forth in Section 7.11 (and7.13, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)7.14 and 7.15, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated is a restricted subsidiary under the terms of any other Indebtedness of the Company or its Restricted Subsidiaries and (iv) the Company shall deliver to the Agent a certificate of a Responsible Officer of the Company, together with all relevant financial information reasonably requested by the Agent, demonstrating compliance with the foregoing clauses (i) through (iii) of this Section 6.15 and, if applicable, certifying that such subsidiary meets the requirements of an “Unrestricted Subsidiary”. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Company therein at the date of designation in an amount equal to the net book fair market value of the BorrowerCompany’s (Investment therein as applicable) investment thereinof the date of such designation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower may at any time after the Effective Date designate any Restricted Subsidiary (other than any Borrower Party) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) 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 shall have occurred and be continuing, continuing and (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” under the Parent Convertible Notes or for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryMaterial Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value of the Borrower’s or its Subsidiary’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the extent surviving preceding sentence in an amount equal to the Fair Market Value at the date of such designationdesignation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default shall have occurred and be continuing, (iib) immediately before and after giving effect to such designation, Borrowing Availability shall be no less that $25,000,000, (c) immediately after giving effect to such designation, the Borrower UHS and the Restricted its Subsidiaries shall be in compliance, on a Pro Forma Basis, with Articles 6 and 7, including the covenants financial covenant set forth in Section 7.11 as if in effect on the date thereof (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiid) the Borrower may not be designated as an Unrestricted Subsidiary and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryPermitted Subordinated Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book value of the Borrowersuch Person’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors of the Borrower Company may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, Senior Secured First Lien Leverage Ratio (calculated on a Pro Forma Basis, with ) for the covenants set forth in Section 7.11 most recent Test Period shall not be greater than 1.50 to 1.00 (and, as a condition precedent to the effectiveness of any such designation, the Borrower Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such compliancetest), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes Second Lien Indebtedness or any Junior Financing, as applicable, applicable and (iv) no Restricted Subsidiary none of UTAC, UHK, UTC nor UTL may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Company therein at the date of designation in an amount equal to the net book fair market value of the BorrowerCompany’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. The board of directors of the Company may at any time to designate any Subsidiary formed by it after the extent surviving Closing Date as an Unrestricted Subsidiary so long as at the time of such designation, such Subsidiary has conducted no business, has no assets or liabilities other than those incidental to its formation (including statutory minimum capital) and such designation complies with Section 7.02.

Designation of Subsidiaries. The board of directors of the Borrower Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided PROVIDED that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with all of the covenants set forth in Section 7.11 7.09 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “"Restricted Subsidiary” " for the purpose of the New Notes or any Junior Financing, as applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s 's (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designationtime.

Designation of Subsidiaries. The board of directors (or equivalent governing body) of the Lead Borrower may at any time after the Closing Date designate (or redesignate) any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) 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), (ii) immediately in the case of designating a Restricted Subsidiary to be an Unrestricted Subsidiary or redesignating an Unrestricted Subsidiary to be a Restricted Subsidiary, the applicable Investment is permitted under one or more clauses in Section 6.06 (as selected by the Lead Borrower in its sole discretion) and after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, thereto on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower no Overadvance shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)exist, (iii) no Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose purposes of the New Notes or any Junior Financing, as applicableTerm Loan Facility, and (iv) as of the date of the designation or redesignation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary may be of the Lead Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation ) or hold any Indebtedness of or any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value Lien on any property of the Lead Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designation.