Common use of Designation of Subsidiaries Clause in Contracts

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefrom, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated 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 Fair Market Value of such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value of such Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower Guarantor may at any time after the Closing Date not designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided , or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) the Guarantor shall have given not less than ten (10) days’ prior written notice to the Banks that the board of directors of the Guarantor has made such determination, (b) at the time of such designation or redesignation, and immediately after giving effect thereto, no Default or Event of Default would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) immediately before such Unrestricted Subsidiary so designated shall 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 provisions of Section 6.4, (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding Indebtedness and all existing Liens of such designation, no Event Restricted Subsidiary so designated shall be permitted within the applicable limitations of Default shall have occurred Sections 6.1 and be continuing or would result therefrom6.2, (iie) 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, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, shall not at any time after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated 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 Fair Market Value of such Investment. The designation of any Unrestricted Subsidiary this Agreement have previously been designated as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value of such Investment in such Subsidiarymore than once.

Designation of Subsidiaries. The Borrower or Holdings may at any time after the Closing 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 or would result therefrom, and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for purposes of the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated 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 Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of such InvestmentHoldings’ 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 preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) that, immediately before and after such designation, (i) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00, (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified IndebtednessIncremental Debt, any Permitted Debt Incremental Equivalent Debt, Indebtedness incurred pursuant to Section 7.03(v), or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryJunior Financing. 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 Fair Market Value fair market value as determined in good faith by the Borrower of such Investmentthe 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 Return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value as determined in good faith by the Borrower at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Parent Borrower may at any time after the Closing Effective Date designate any Restricted Subsidiary of the Parent Borrower (other than the Co-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, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Parent Borrower shall have a Total Net Leverage Ratio less than or equal to 3.5 to 1.0 on a Pro Forma Basis shall be no greater than 5.25:1.00as of the end of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt Indebtedness of Holdings or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiarythe Parent Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Investmentthe Parent 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 Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Secured Leverage Ratio for the Test Period immediately preceding such designation calculated on a Pro Forma Basis pro forma basis for such designation in accordance with Section 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 be no greater than 5.25:1.00, deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtednessthe ABL Facilities, any Permitted Debt the Bridge Facility Agreement or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryother Junior Financing or any other Indebtedness of any Loan Party. 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 Fair Market Value net book value of such Investmentthe Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower Loan Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Loan Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower Holdings may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result therefromfrom such designation, (iib) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Consolidated Total Net Leverage Ratio Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of Holdings, is less than 3.00 to 1.00, and the Borrower shall be no greater than 5.25:1.00, have delivered to the Administrative Agent a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (iiib) and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, if it would be is (i) a “Restricted Subsidiaryrestricted subsidiary” or a “guarantor” (or any similar designation) for the purpose Senior Notes or any Material Indebtedness that is subordinated in right of payment to the Obligations, (ii) U.S. HoldCo 2 or any Specified Indebtednessother Subsidiary that holds, directly or indirectly, any Permitted Debt Equity Interests in the Borrower or any Permitted Refinancing thereof and (iviii) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiarythe Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date 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 Fair Market Value fair market value of such Investmentparent company’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an Investment by such Subsidiary in any Investments of such Subsidiary, in each case existing at such time time, and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may Holdings may, at any time from and after the Closing Date Date, designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a no Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary ifunless such Subsidiary is also an “unrestricted subsidiary” (or similar concept) for purposes of the New Notes, after such designation, it would (iii) no Restricted Subsidiary that owns any Material Intellectual Property may be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof designated as an Unrestricted Subsidiary and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted SubsidiarySubsidiary pursuant to this Section 5.10. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower applicable Loan Party therein at the date of designation in an amount equal to the Fair Market Value fair market value (as determined in good faith by Holdings) of such Investmentthe applicable Loan Party’s (or any of its Restricted Subsidiaries’) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary after the Closing Date 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 applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, no Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Parent Borrower may at any time after the Closing Effective Date designate any Restricted Subsidiary of the Parent Borrower (other than the Co-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, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Parent Borrower shall have a Total Net Leverage Ratio less than or equal to 3.5 to 1.0 on a Pro Forma Basis shall be no greater than 5.25:1.00as of the end of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt Indebtedness of Holdings or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiarythe Parent Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Investmentthe Parent 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 Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Second Restatement Effective Date designate (or re-designate) any existing or subsequently acquired or organized Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary and designate (or re-designate) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation or re-designation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing (including after the reclassification of investments in, Indebtedness of, and Liens on, the applicable Subsidiary or would result therefrom, its assets) and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation or re-designation, the Total Net Leverage Ratio Borrower and its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis shall Basis, with the covenants set forth in Section 6.22 recomputed as of the last day of the most recent period for which financial statements have been or were required to be no greater than 5.25:1.00, delivered pursuant to Section 6.1(a) or (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryb). The designation (or re-designation) of any Subsidiary as an Unrestricted Subsidiary after the Closing Second Restatement Effective Date shall constitute an Investment investment by the Borrower therein at the date of designation (or re-designation) in an amount equal to the Fair Market Value fair market value of the Borrower’s or its Restricted Subsidiary’s (as applicable) investment therein. Such designation (or re-designation) will be permitted only if an investment in such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing amount would be permitted at such time and (ii) a return on any Investment by the Borrower in pursuant to Section 6.17. Unrestricted Subsidiaries pursuant will not be subject to any of the preceding sentence mandatory prepayments, representations and warranties, covenants or Events of Default set forth in an amount equal to the Fair Market Value of such Investment in such SubsidiaryLoan Documents.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Borrower could incur $1.00 of Permitted Ratio on a Pro Forma Basis shall Debt, or the Consolidated Cash Interest Coverage Ratio would be no greater than 5.25:1.00less that the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified IndebtednessJunior Financing, any Incremental Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated 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 as set forth in an amount equal to the Fair Market Value definition of such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value definition of such Investment in such SubsidiaryInvestment.

Designation of Subsidiaries. The Borrower (a) Holdings may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower Holdings 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 or would result therefromcontinuing, (ii) in the case of the designation of no Subsidiary may be designated as an Unrestricted Subsidiary as if it is a “Restricted Subsidiary” for the purpose of any Senior Notes Documents, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00ABL Loan Documents or any Junior Financing, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after if such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt Subsidiary or any Permitted Refinancing thereof of its Subsidiaries owns any Broadcast Licenses, Broadcast Stations, material intellectual property or other material property or assets necessary at such time to the operation of the business of the Loan Parties and (iv) no Restricted Unrestricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted own Equity Interests, or hold any Indebtedness, of Holdings, the Borrower or any Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower Holdings therein at the date of designation in an amount equal to the Fair Market Value fair market value of such InvestmentHoldings’ 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 Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of Holdings’ or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of Holdings (other than the Borrower Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefrom, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, 5.75:1.00 and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiarythereof. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower Holdings therein at the date of designation in an amount equal to the Fair Market Value of such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value of such Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower Borrowers may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing or would result therefromcontinuing; provided, (ii) in further, that the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date date hereof shall constitute an Investment by the Borrower Borrowers and their Restricted Subsidiaries, as applicable, therein at the date of designation in an amount equal to the Fair Market Value fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower Borrowers or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time (a) Prior to the Acquisition Closing Date, the Borrower, and, after the Acquisition Closing Date Date, the Parent, may designate (or re-designate) any Restricted Subsidiary (other than the Borrower or any Subsidiary of the Borrower Parent that directly or indirectly owns Equity Interests in the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefrom, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiarycontinuing. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date in accordance with this Section 5.13(a) shall constitute an Investment by the Parent, the Borrower or the relevant Restricted Subsidiary, as applicable, therein at the date of designation in an amount equal to the Fair Market Value fair market value (as determined in good faith by the Borrower) of the Investments held by the Parent, the Borrower and/or the applicable Restricted Subsidiaries in such Unrestricted Subsidiary immediately prior to such designation. Upon any such designation (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary pursuant to the definition of “Investment”), the Parent, the Borrower and/or the applicable Restricted Subsidiaries shall receive a credit against the applicable clause in Section 6.04 that was utilized for the Investment in such Unrestricted Subsidiary for all Returns in respect of such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary in accordance with this Section 5.13 shall constitute (i) the incurrence by such Restricted Subsidiary at the time of designation of any Investment, Indebtedness or Liens of such Restricted Subsidiary existing outstanding at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value of such Investment in such Subsidiaryextent assumed).

Designation of Subsidiaries. The Borrower may at any time after the Closing Effective Date designate (x) any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or (y) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio Borrower is in compliance, on a Pro Forma Basis shall be no greater than 5.25:1.00Basis, with the Financial Covenant for the most recently ended Test Period and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted third party Material Indebtedness for borrowed money of the Borrower pursuant to which a Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an “Unrestricted Subsidiary. .” The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of such Investmentthe 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 preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower Issuer may at any time after the Closing Issue 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, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, not exceed 7.50 to 1.00 for the most recently ended Test Period and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt the Credit Agreement or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryother Material Indebtedness of Holdings or the Issuer. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Issue Date shall constitute an Investment by the Borrower Issuer therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Investmentthe Issuer’s or their respective subsidiaries’ (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 Issuer in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Issuer’s or its Subsidiaries’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower board of directors of Holdings may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary Consolidated Leverage Ratio shall be less than or equal to 4.5 to 1.0 (and, as a Restricted Subsidiary, immediately after giving effect condition precedent to the effectiveness of any such designation, Holdings shall deliver to the Total Net Leverage Ratio on Administrative Agent a Pro Forma Basis shall be no greater than 5.25:1.00, certificate setting forth in reasonable detail the pro forma calculations demonstrating satisfaction of such test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryJunior Financing. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower Holdings therein at the date of designation in an amount equal to the Fair Market Value fair market value of the assets of such InvestmentSubsidiary (less the amount of the Indebtedness of such Subsidiary on the date of such designation) that is allocated to the ownership interest of the relevant Group Member in such Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence incurrence, at the time of designation designation, of any Investment, Indebtedness or Liens of in such Subsidiary existing at (equal to the amounts then owed by such time Subsidiary) and (ii) a return on any Investment by the Borrower Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value of the assets of such Investment Subsidiary (less the amount of the Indebtedness of such Subsidiary on the date of such re-designation) that is allocated to the ownership interest of the relevant Group Member in such Subsidiary.

Designation of Subsidiaries. The board of directors of the Parent Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Secured Leverage Ratio for the Test Period immediately preceding such designation calculated on a Pro Forma Basis pro forma basis for such designation in accordance with Section 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 be no greater than 5.25:1.00, deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtednessthe CF Facilities, any Permitted Debt the Bridge Facility Agreement or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryother Junior Financing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value net book value of such Investmentthe Parent Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower Loan Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Loan Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of (other than the Borrower or any Intermediate Parent) 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, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (iib) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designationdesignation or redesignation, the Total Net Leverage Ratio Borrower shall be in compliance, on a Pro Forma Basis shall be no greater than 5.25:1.00Basis, with a Net First Lien Leverage Ratio of 4.00:1.00 recomputed as of the last day of the most recent Test Period for which financial statements are available and (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt other Indebtedness of Holdings or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiarythe Borrower. 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 (the “Designation Date”) in an amount equal to the Fair Market Value fair market value of such Investmentthe 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 preceding sentence in an amount equal to the Fair Market Value fair market value at the Designation Date of such the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Escrow Release Date designate (or re-designate) any existing or subsequently acquired or organized Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary and designate (or re-designate) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation or re-designation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing (including after the reclassification of investments in, Indebtedness of, and Liens on, the applicable Subsidiary or would result therefrom, its assets) and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation or re-designation, the Total Net Leverage Ratio Borrower and its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis shall Basis, with the covenants set forth in Section 6.22 recomputed as of the last day of the most recent period for which financial statements have been or were required to be no greater than 5.25:1.00, delivered pursuant to Section 6.1(a) or (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryb). The designation (or re-designation) of any Subsidiary as an Unrestricted Subsidiary after the Closing Escrow Release Date shall constitute an Investment investment by the Borrower therein at the date of designation (or re-designation) in an amount equal to the Fair Market Value fair market value of the Borrower’s or its Restricted Subsidiary’s (as applicable) investment therein. Such designation (or re-designation) will be permitted only if an investment in such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing amount would be permitted at such time and (ii) a return on any Investment by the Borrower in pursuant to Section 6.17. Unrestricted Subsidiaries pursuant will not be subject to any of the preceding sentence mandatory prepayments, representations and warranties, covenants or Events of Default set forth in an amount equal to the Fair Market Value of such Investment in such SubsidiaryLoan Documents.

Designation of Subsidiaries. The Holdings, Intermediate Holdings or any Borrower may at any time after the Closing Effective Date designate any Restricted Subsidiary of the Borrower (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such 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 or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Holdings shall have a First Lien Leverage Ratio less than or equal 6.10 to 1.0 on a Pro Forma Basis shall be no greater than 5.25:1.00, and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Specified Material Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower Holdings therein at the date of designation in an amount equal to the Fair Market Value of such InvestmentHoldings’ 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 Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of Holdings’ or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio Senior Loan-to-Value Ratio, tested on a Pro Pro-Forma Basis Basis, shall be no greater than 5.25:1.00not exceed 45% and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Lender a certificate setting forth in reasonable detail the calculations demonstrating such compliance and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, if it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt Indebtedness for borrowed money permitted under Section 7.03 with an aggregate outstanding principal amount in excess of $100,000,000 or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryJunior Financing. 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 Fair Market Value fair market value of such Investmentthe 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 such Subsidiary pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing 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, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (iib) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio Borrower shall be in compliance on a Pro Forma Basis shall be no greater than 5.25:1.00with the financial covenants set forth in Section 6.10(a), recomputed as of the last day of the most recently ended Reference Period for which Financial Statements are available and (iiic) no Unrestricted Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiaryrestricted subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryother Indebtedness of the Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of the Borrower’s or such Investmentsubsidiary’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 preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrower’s or such Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The board of directors of the Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis Basis, with the Financial Covenant (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall be no greater than 5.25:1.00deliver 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, after such designation, if it would be is a “Restricted Subsidiary” for the purpose of any Specified IndebtednessIndebtedness then outstanding in a principal amount greater than the Threshold Amount, any Permitted Debt or any Permitted Refinancing thereof as applicable and (iv) 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 after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of the net assets of the respective Subsidiary at the time that such InvestmentSubsidiary is designated an Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) time. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a return on any Investment by the Borrower in Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value of such Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower Subject to the limitations in the definition of Unrestricted Subsidiary, the Company may at any time after the Closing Date designate any Restricted Subsidiary of the Company (other than any Borrower or, to the extent any assets thereof are included in the Borrowing Base, any other Loan Party) 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 or would result therefromcontinuing, (iib) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designationon Pro Forma Basis, the Total Net Leverage Ratio on a Pro Forma Basis Payment Conditions shall be no greater than 5.25:1.00satisfied, and (iiic) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary ifif (i), after such designation, it is a “restricted subsidiary” under any Permitted Term Loan Indebtedness or Subordinated Debt or (ii) any Restricted Subsidiary would be a “Restricted Subsidiary” for the purpose Subsidiary of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an such Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower Company therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Investmentthe Company or its Restricted Subsidiaries’ (as applicable) Investments therein as determined in good faith by the Borrower Representative. The designation of any Unrestricted Subsidiary as a an Restricted Subsidiary after the Effective Date shall constitute (i) the incurrence at the time of designation the incurrence of any Investment, Indebtedness or Liens of such Restricted Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value of such Investment in such Subsidiarytime.

Designation of Subsidiaries. The Borrower may at any time after the Closing Effective Date designate any Restricted Subsidiary of (other than the Borrower 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, no Event of Default shall have occurred and be continuing or would result therefrom, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiarycontinuing. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of such Investmentthe 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 preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding anything to the contrary herein, the Borrower shall not designate any Restricted Subsidiary as an Unrestricted Subsidiary if at the time of such designation such Restricted Subsidiary owns any Material Restricted Assets.

Designation of Subsidiaries. The Borrower board of directors of Holdings may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary Consolidated Leverage Ratio is less than or equal to 4.50:1.00 (and, as a Restricted Subsidiary, immediately after giving effect condition precedent to the effectiveness of any such designation, Holdings shall deliver to the Total Net Leverage Ratio on Administrative Agent a Pro Forma Basis shall be no greater than 5.25:1.00, certificate setting forth in reasonable detail the pro forma calculations demonstrating satisfaction of such test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryJunior Financing. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower Holdings therein at the date of designation in an amount equal to the Fair Market Value fair market value of the assets of such InvestmentSubsidiary (less the amount of the Indebtedness of such Subsidiary on the date of such designation) that is allocated to the ownership interest of the relevant Group Member in such Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence incurrence, at the time of designation designation, of any Investment, Indebtedness or Liens of in such Subsidiary existing at (equal to the amounts then owed by such time Subsidiary) and (ii) a return on any Investment by the Borrower Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value of the assets of such Investment Subsidiary (less the amount of the Indebtedness of such Subsidiary on the date of such re-designation) that is allocated to the ownership interest of the relevant Group Member in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Effective Date designate any Restricted Subsidiary of (other than the Borrower 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, no Event of Default shall have occurred and be continuing or would result therefrom, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiarycontinuing. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of such Investmentthe 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 preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding anything to the contrary herein, the Borrower shall not designate any Restricted Subsidiary as an Unrestricted Subsidiary if at the time of such designation such Restricted Subsidiary owns any Satellite that is owned by the Borrower or any of its Restricted Subsidiaries as of the Effective Date.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) that, immediately before and after such designation, (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified IndebtednessIncremental Debt, any Permitted Debt Incremental Equivalent Debt, Indebtedness incurred pursuant to Section 7.03(v), or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryJunior Financing. 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 Fair Market Value fair market value as determined in good faith by the Borrower of such Investmentthe 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 Return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value as determined in good faith by the Borrower at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignate) any Restricted Subsidiary of the Borrower subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefrom, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, no Event of Default exists (including after giving effect to the Total Net reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (b) after giving effect to such designation or re-designation, the Secured Leverage Ratio shall not exceed 7.50:1.00 on a Pro Forma Basis as of the last day of the most recently ended Test Period and (c) as of the date of the designation thereof, no Unrestricted Subsidiary shall be no greater than 5.25:1.00, own any Capital Stock in any Restricted Subsidiary of the Borrower (iii) no unless such Restricted Subsidiary may be is also designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary). The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the Fair Market Value portion of the fair market value of the net assets of such Investmentsubsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.05). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Liens Lien of such subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary existing at such time and (ii) as a return on any Investment by Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in Unrestricted Subsidiaries pursuant to the preceding sentence resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Fair Market Value Borrower’s “Investment” in such Restricted Subsidiary at the time of such Investment in re-designation, less (b) the portion of the fair market value of the net assets of such SubsidiaryRestricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation.

Designation of Subsidiaries. The Borrower may Board of Directors may, at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that (i) immediately before and after such designation, (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtednessthe Revolving Credit Facility, any Permitted Debt the First Lien Term Loan Agreement or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiarySubordinated Indebtedness. The For purposes of Section 7.4 hereof, the designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute be deemed to be an Investment acquisition by the Borrower therein Issuer of the Equity Interests of such Unrestricted Subsidiary at the date of designation in an amount for a purchase price and investments equal to (x) if such Restricted Subsidiary is being acquired by a Note Party on such date of designation, the Fair Market Value total aggregate value of all consideration (including all Earnouts) paid by such Note Party for such acquisition and (y) in all other cases, the fair market value of the assets of such InvestmentRestricted Subsidiary at such date of designation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) and, for purposes of Section 7.4, a return on any Investment investment by the Borrower Issuer in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value of the assets of such Investment in Subsidiary at such date of designation. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Dutch Borrower may at any time after the Closing Effective Date designate (x) any Restricted Subsidiary of the Dutch Borrower as an Unrestricted Subsidiary or (y) any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary (such designation pursuant to this clause (y), a “Subsidiary Redesignation”); provided that (i) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in including pursuant to Section 6.12 for the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio most recently ended Test Period on a Pro Forma Basis shall be no greater than 5.25:1.00Basis, and (iiiii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Indebtedness of the Dutch Borrower pursuant to which a Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an “Unrestricted Subsidiary. .” The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Dutch Borrower therein at the date of designation in an amount equal to the Fair Market Value of such Investmentthe Dutch 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 Dutch Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The U.S. Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the U.S. Borrower (other than the Dutch Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis Basis, as of the last day of the most recent fiscal year or fiscal quarter for which Financials have been delivered, would not exceed 3.50 to 1.00, and, as a condition precedent to the effectiveness of any such designation, the U.S. Borrower shall be no greater than 5.25:1.00, deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating compliance with such ratio and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, if it would be is a “Restricted Subsidiary” for the purpose purposes of any Specified Material Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated 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 U.S. Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Investmentthe U.S. Borrower’s or its Restricted Subsidiaries’, as applicable, Investments 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 U.S. Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such Investment designation of the U.S. Borrower or its Subsidiaries, as applicable, investment in such Subsidiary.

Designation of Subsidiaries. The Borrower Borrowers may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing or would result therefromcontinuing; provided, (ii) in further, that the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Third Restatement Date shall constitute an Investment by the Borrower Borrowers and their Restricted Subsidiaries, as applicable, therein at the date of designation in an amount equal to the Fair Market Value fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower Borrowers or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower Holdings may at any time after the Closing Date not designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided , or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings shall have given not less than ten days’ prior written notice to the Lenders that the Board of Directors of Holdings has made such determination, (b) at the time of such designation or redesignation, and immediately after giving effect thereto, no Default or Event of Default would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) immediately before such Unrestricted Subsidiary so designated shall 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 provisions of Section 7.4, (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding Indebtedness and all existing Liens of such designation, no Event Restricted Subsidiary so designated shall be permitted within the applicable limitations of Default shall have occurred Sections 7.1 and be continuing or would result therefrom7.2, (iie) 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, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, shall not at any time after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated 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 Fair Market Value of such Investment. The designation of any Unrestricted Subsidiary this Agreement have previously been designated as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value of such Investment in such Subsidiarymore than once.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary (other than any Restricted Subsidiary that was previously an Unrestricted 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, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) the Borrower shall be in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiarycompliance, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00Basis, with the Financial Performance Covenant recomputed as of the last day of the Test Period and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryother Indebtedness of the Borrower. 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 Fair Market Value fair market value of such Investmentthe 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 preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower Company may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, [reserved] and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, if it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtednessthe Existing RCF Credit Agreement, any Permitted Debt the Closing Date Senior Unsecured Bridge Loans, the Closing Date Senior Unsecured Notes, the Target Notes, Indebtedness incurred under Section 7.03(s) or Section 7.03(w) or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryJunior Financing with a principal amount in excess of the Threshold Amount, as applicable. 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 Fair Market Value fair market value of such Investmentthe Company’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 Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Company’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower Company may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (ia) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (iib) in the case of the a designation of a Subsidiary as an Unrestricted Subsidiary as a Restricted Subsidiary, an Investment in the amount of the fair market value of such Subsidiary would be permitted at such time, (c) immediately before and after giving effect to any such designation, the Total Net Leverage Ratio Loan Parties shall be in compliance with the financial covenant set forth in Section 8.11 (irrespective of whether such covenant is otherwise applicable) on a Pro Forma Basis (and the Administrative Agent shall be no greater than 5.25:1.00, have received a Pro Forma Compliance Certificate demonstrating compliance with the foregoing) and (iiid) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified IndebtednessPermitted First Priority Refinancing Debt, any Permitted Junior Priority Refinancing Debt, Permitted Unsecured Refinancing Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated 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 Fair Market Value of such InvestmentIndebtedness incurred under Section 8.03(f). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value as determined in good faith by the Company at the date of such designation of the Company’s or its Subsidiary’s (as applicable) Investment in such Subsidiary; provided that in no event shall any such return on any Investment by the Company in an Unrestricted Subsidiary be duplicative of any return that increases the Available Amount pursuant to the definition thereof.

Designation of Subsidiaries. The Borrower may at any time after the Closing Effective Date designate (x) any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or (y) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation on a pro forma basis, no Event of Default shall have occurred and be continuing or would result therefrom, and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary (A) if it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted third party Material Indebtedness for borrowed money of the Borrower pursuant to which a Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an “Unrestricted Subsidiary” or (B) unless each Subsidiary of such Subsidiary has been designated as an “Unrestricted Subsidiary” in accordance with this Section. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of such Investmentthe 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 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 Unrestricted Subsidiaries pursuant to the preceding sentence Subsidiary in an amount equal to the Fair Market Value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary 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, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater less than 5.25:1.00, or equal to 3.00 to 1.00 and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt other Material Indebtedness of Parent or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiarythe Borrower. 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 Fair Market Value fair market value of such Investmentthe Borrower’s or its Subsidiary’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiy) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing 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 or would result therefromcontinuing, (iib) in no 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 case Borrower or any Restricted Subsidiary (other than solely any Subsidiary of the designation of Subsidiary to be so designated) may be designated as an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, and (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, if it would be is a “Restricted Subsidiary” for the purpose purposes of any Specified Material Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of such Investmentthe 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 or the applicable Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower Borrowers may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing or would result therefromcontinuing; provided, (ii) in further, that the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Third Restatement Date shall constitute an Investment by the Borrower Borrowers and their Restricted Subsidiaries, as applicable, therein at the date of designation in an amount equal to the Fair Market Value fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower Borrowers or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary.. 105

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio Borrower shall be in 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 be no greater than 5.25:1.00, 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, after such designation, if it would be is a “Restricted Subsidiary” for the purpose of any Specified IndebtednessSenior Unsecured Notes Documents, any Permitted Debt Indebtedness incurred under Section 7.03(s) or Section 7.03(w) or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryJunior Financing, as applicable. 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 Fair Market Value fair market value of such Investmentthe 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 preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Board of Directors of the U.S. Borrower may at any time after the Closing Second Restatement Date designate any Restricted Subsidiary of the Borrower 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 (i) immediately before and after such designationnotwithstanding anything else in this Section 6.16 to the contrary, no Event of Default shall have occurred and be continuing or would result therefrom, (ii) in the case of the designation of an any Unrestricted Subsidiary as that has been redesignated a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may not be designated an Unrestricted Subsidiary if it was previously designated subsequently redesignated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Second Restatement Date shall constitute an Investment by the U.S. Borrower and its Restricted Subsidiaries, as applicable, therein at the date of designation in an amount equal to the Fair Market Value fair market value, as determined by the U.S. Borrower in good faith, of such Investmentthe applicable parties’ 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 U.S. Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value, as determined by the U.S. Borrower in good faith, at the date of such designation of Borrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. As of the Second Restatement Date, there are no Unrestricted Subsidiaries of the U.S. Borrower.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date Effective DateSECTION 5.15 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 or would result therefrom, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiarycontinuing. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of such Investmentthe 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 or the applicable Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.. Change in Business. The Borrower and the Restricted Subsidiaries, taken as a whole,SECTION 5.16 will not fundamentally and substantively alter the character of their business, taken as a whole, from the business conducted by them on the Effective Date and other business activities which are extensions thereof or otherwise incidental, complementary, reasonably related or ancillary to any of the foregoing. -118-

Designation of Subsidiaries. The Borrower Holdings may at any time after other than during the Closing Date Relief Period 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 designation, no Default or Event of Default shall have occurred and be continuing or would result therefromfrom such designation, (iib) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Consolidated Total Net Leverage Ratio Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of Holdings, is less than 3.25 to 1.00, and the Swiss Borrower shall be no greater than 5.25:1.00, have delivered to the Administrative Agent a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (iiib) and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, if it would be is (i) a “Restricted Subsidiaryrestricted subsidiary” or a “guarantor” (or any similar designation) for the purpose of any Specified Indebtedness, any Permitted Debt Senior Subordinated Notes or any Permitted Refinancing thereof and Material Indebtedness that is subordinated in right of payment to the Obligations or (ivii) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryIntermediate Holdco or a Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date 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 Fair Market Value fair market value of such Investmentparent company’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an Investment by such Subsidiary in any Investments of such Subsidiary, in each case existing at such time time, and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of any Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may (a) Any Financial Officer, on behalf of the Borrower, may, at any time from and after the Closing Date 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 designation, no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio Borrower shall be in compliance with the covenants set forth in Section 6.11 on a Pro Forma Basis shall be no greater than 5.25:1.00pro forma basis, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof designation complies with Section 6.04 and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary on more than two (2) occasions if it was previously designated as an Unrestricted SubsidiarySubsidiary (including any such designation as of the Effective Date). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower or the applicable Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Investmentthe Borrower’s or the applicable Restricted Subsidiary’s Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower or the applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrower’s or such Restricted Subsidiary’s Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary (other than any Restricted Subsidiary that was previously an Unrestricted 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, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) the Borrower shall be in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiarycompliance, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00Basis, with the Financial Performance Covenant recomputed as of the last day of the Test Period and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryother Indebtedness of the Borrower. 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 Fair Market Value fair market value of such Investmentthe 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 preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.. Section 5.14

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefrom, and (ii) in the case of the designation of an Unrestricted Subsidiary as a no Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, if it would be is a “Restricted Subsidiary” for the purpose of any Specified the ABL Facility, Permitted Ratio Debt, ASC/NAI Refinancing Indebtedness, Permitted Notes, any Permitted Debt Credit Agreement Refinancing Indebtedness or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryJunior Financing, as applicable. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Investmentthe Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrower’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower Parent may at any time after the Closing Date designate any Restricted Subsidiary of the Parent or other Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtednessthe Term Debt Documents, any Junior Financing Documentation or the documentation governing any Permitted Junior Debt or any Permitted Term Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryDebt. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower Parent therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Investmentthe aggregate Investment therein of Parent and its Subsidiaries (as applicable). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness Debt or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower Parent in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value lesser of (x) the fair market value at the date of such designation of Parent’s or its Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of the Investment originally made in respect of the designation of such Subsidiary as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Any Borrower or the Company may at any time after the Closing Effective Date designate any Restricted Subsidiary of the Borrower (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such 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 or would result therefrom, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiarycontinuing. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower Company therein at the date of designation in an -73- amount equal to the Fair Market Value of such Investmentthe Company’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 Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Company’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. To the extent that each of the Margin Bridge Facility and any Permitted Bridge Refinancing thereof and any Takeout Margin Loan have been repaid in full and the collateral theretofore released, the Company shall cause the Pledged VMware Shares and any class A common stock of VMware pledged to secure the Permitted Bridge Refinancing of the Margin Bridge Facility or the Takeout Margin Loan, as applicable, to be distributed to the Company or one of its Restricted Subsidiaries or the Subsidiary holding such shares shall be re-designated, or merged with, a Restricted Subsidiary of the Company (the “Pledged VMware Share Return”).

Designation of Subsidiaries. The Borrower may at any time after the Closing Effective Date designate any Restricted Subsidiary (other than any Borrower Party or (after the Collateral and Guarantee Release Date) Safari or any other parent of the a 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 or would result therefrom, and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Specified Material Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of such Investmentthe 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 preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Lead Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary as a Restricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Subsidiary designated immediately after giving effect prior to such designation (such fair market value to be calculated without regard to any Obligations of such Subsidiary under the Subsidiaries Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Lead Borrower or any of its Subsidiaries immediately prior to such designation, all calculated, except as set forth in the Total Net Leverage Ratio parenthetical to clause (x) above, on a Pro Forma Basis consolidated basis in accordance with U.S. GAAP), and such Investment shall be no greater than 5.25:1.00permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, if it would be is a “Restricted Subsidiary” for the purpose of (I) the First Lien Credit Agreement, (II) the Second Lien Credit Agreement or (III) any Specified IndebtednessRefinancing Notes Indenture, any Permitted Debt or First Lien Notes Documents, any Permitted Refinancing thereof and Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The immediately after giving effect to 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 Fair Market Value of such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value of such Investment in such Subsidiary.an

Designation of Subsidiaries. The Borrower may at any time after the Closing 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, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Senior Secured Leverage Ratio Ratio, on a Pro Forma Basis shall be no greater Basis, is less than 5.25:1.00, or equal to the ratio set forth in Section 6.12 (whether or not such covenant is then in effect) for the most recently ended Test Period and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt the Senior Notes or any Permitted Refinancing thereof and (iv) no Restricted other Indebtedness of Holdings or the Borrower pursuant to which a Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an “Unrestricted Subsidiary. .” The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Investmentthe 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 preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time on or after the Closing 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, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio Borrower shall be in compliance, on a Pro Forma Basis shall be no greater than 5.25:1.00, with the Financial Performance Covenant for the Test Period then last ended and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt other Material Indebtedness of Holdings or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiarythe Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Investmentthe 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 preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. The Borrower designates each Subsidiary set forth on Schedule 5.13 as Unrestricted Subsidiary as of the Effective Date.

Designation of Subsidiaries. The Board of Directors of Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, Borrower and the Total Net Leverage Ratio Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis pro forma basis, with the covenant set forth in Section 6.09 if as of the last day of the preceding fiscal quarter such covenant was in effect (and, if in effect, as a condition precedent to the effectiveness of any such designation, Borrower shall be no greater than 5.25:1.00, deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, after at the time of such designation, it would be such Restricted Subsidiary is a “Restricted Subsidiary” for (as defined in the purpose of any Specified IndebtednessIndenture) under the Indenture, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted unless such Subsidiary may will simultaneously be designated as an Unrestricted Subsidiary if it was previously designated an “Unrestricted Subsidiary” (as defined in the Indenture) under the Indenture. 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 Fair Market Value net book value of such InvestmentBorrower’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 preceding sentence in an amount equal to the Fair Market Value of such Investment in such Subsidiarytime.

Designation of Subsidiaries. The Board of Directors of Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and or be continuing or would result therefrom, (ii) the documentation related to the Permanent Securities (or any documentation related to any Permitted Refinancing Indebtedness in the case respect thereof) or any Other Financing or any other Indebtedness of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, any Loan Party and (iii) no Subsidiary the Borrower and the Restricted Subsidiaries may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated not Guarantee Indebtedness incurred by an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower parent of such Subsidiary therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Investmentthe parent’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower Loan Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an the amount equal to the Fair Market Value fair market value at the date of such designation of the Loan Parties’ (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, neither the borrower under the Revolving Credit Agreement nor any direct or indirect parent of such entity that is a Subsidiary of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may Board of Directors may, at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that (i) immediately before and after such designation, (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtednessthe Note Purchase Agreement, any Permitted Debt the RCF Agreement or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiarySubordinated Indebtedness. The For purposes of Section 9.04 hereof, designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute be deemed to be an Investment acquisition by a Borrower of the Borrower therein Equity Interests of such Unrestricted Subsidiary at the date of designation in an amount for a purchase price and investments equal to (x) if such Restricted Subsidiary is being acquired by a Loan Party on such date of designation, the Fair Market Value total aggregate value of all consideration (including all Earnouts) paid by such Loan Party for such acquisition and (y) in all other cases, the fair market value of the assets of such InvestmentRestricted Subsidiary at such date of designation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) and, for purposes of Section 9.04, a return on any Investment investment by the Borrower Borrowers in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value of the assets of such Investment in Subsidiary at such date of designation. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing 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, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater for the Test Period then last ended is less than 5.25:1.00, or equal to 6.50 to 1.00 and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt other Indebtedness of Holdings or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiarythe Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Investmentthe 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 preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may Parent may, at any time from and after the Closing Date Restatement 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 designation, no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designationdesignation (including giving effect on a pro forma basis subject to Section 1.04), the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, 6.50 to 1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated as an Unrestricted SubsidiarySubsidiary pursuant to this Section 5.10. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Restatement Effective Date shall constitute an Investment by the Borrower applicable Loan Party therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Investmentthe applicable Loan Party’s (or any of its Restricted Subsidiaries’) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary after the Restatement Effective Date 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 applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, no Borrower nor any parent company of any Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Borrower could incur $1.00 of Permitted Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00Debt, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified IndebtednessSecured High Yield Notes, any Permitted Debt Unsecured High Yield Notes or any Permitted Refinancing thereof Junior Financing and (iv) no Restricted Subsidiary may be designated 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 Fair Market Value fair market value as determined in good faith by the Borrower of such Investmentthe 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 preceding sentence in an amount equal to the Fair Market Value fair market value as determined in good faith by the Borrower at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing 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 giving effect to such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, and (iiB) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio designation on a Pro Forma Basis Basis, the Borrower shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated in compliance with the First Lien Net Leverage Ratio required by the Financial Maintenance Covenant as an Unrestricted Subsidiary if, after in effect on such designation, it would be a “Restricted Subsidiary” date for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiarymost recently ended Test Period. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by Holdings (or the Borrower applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the Fair Market Value of Holdings or such InvestmentRestricted Subsidiary’s, as applicable, investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and time, (iiy) a return on any Investment by Holdings or the Borrower applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of Holdings or such Restricted Subsidiary’s, as applicable, Investment in such Subsidiary, and (z) the formation or acquisition of a Restricted Subsidiary for purposes of Section 5.11.

Designation of Subsidiaries. The Borrower Holdings may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefromfrom such designation, (iib) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio Holdings shall be in compliance on a Pro Forma Basis with the covenants set forth in Sections 6.12 and 6.13 recomputed as of the last day of the most recently ended fiscal quarter of Holdings, and the Borrower shall be no greater than 5.25:1.00have delivered to the Administrative Agent a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b), and (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, if it would be is a “Restricted Subsidiaryrestricted subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or a “guarantor” (or any Permitted Refinancing thereof and (ivsimilar designation) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryfor any Material Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date 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 Fair Market Value net book value of such Investmentparent company’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time time. ARTICLE VI Negative Covenants From and including the Restatement Effective Date and until the Commitments shall have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts (iiother than contingent amounts not yet due) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value of such Investment in such Subsidiary.payable under this

Designation of Subsidiaries. The Borrower may Board of Directors may, at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that (i) immediately before and after such designation, (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt the Notes Facility or the Term Loan Facility or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiarySubordinated Indebtedness. The For purposes of Section 7.4 hereof, designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute be deemed to be an Investment acquisition by a Borrower of the Borrower therein Equity Interests of such Unrestricted Subsidiary at the date of designation in an amount for a purchase price and investments equal to (x) if such Restricted Subsidiary is being acquired by a Loan Party on such date of designation, the Fair Market Value total aggregate value of all consideration (including all Earnouts) paid by such Loan Party for such acquisition and (y) in all other cases, the fair market value of the assets of such InvestmentRestricted Subsidiary at such date of designation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) and, for purposes of Section 7.4 a return on any Investment investment by the Borrower Issuer in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value of the assets of such Investment in Subsidiary at such date of designation. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing 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, no Event of Default pursuant to Sections 7.01(a), (b), (h) or (i) shall have occurred and be continuing or would result therefrom, and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if (A) it would be is a “Restricted AMERICAS 123601947 152 Subsidiary” for the purpose of any Specified Indebtednessother Material Indebtedness of Holdings or the Borrower, (B) it is the legal owner of Material Intellectual Property or (C) it owns any Permitted Debt Indebtedness or Equity Interests (or holds any Lien on any property) of the Borrower or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Investmentthe 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 preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing 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, no Event of Default pursuant to Sections 7.01(a), (b), (h) or (i) shall have occurred and be continuing or would result therefrom, and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if (A) it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtednessother Material Indebtedness of Holdings or the Borrower, (B) it is the legal owner of Material Intellectual Property or (C) it owns any Permitted Debt Indebtedness or Equity Interests (or holds any Lien on any property) of the Borrower or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an AMERICAS 107903477 Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Investmentthe 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 preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower (a) Holdings may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower Holdings 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 or would result therefromcontinuing, (ii) in the case of the designation of no Subsidiary may be designated as an Unrestricted Subsidiary as if it is a “Restricted Subsidiary” for the purpose of any Senior Notes Documents, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00ABL Loan Documents or any Junior Financing, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after if such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt Subsidiary or any Permitted Refinancing thereof of its Subsidiaries owns any Broadcast Licenses, Broadcast Stations, material intellectual property or other material property or assets necessary at such time to the operation of the business of the Loan Parties and (iv) no Restricted Unrestricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted own Equity Interests, or hold any Indebtedness, of Holdings, the Borrower or any Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower Holdings therein at the date of designation in an amount equal to the Fair Market Value fair market value of such InvestmentHoldings’ 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 Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of Holdings’ or its Subsidiary’s (as applicable) Investment in such Subsidiary.. 122

Designation of Subsidiaries. The Borrower may at any time after the Closing 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 shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Borrower shall have an Interest Coverage Ratio of at least 2.00:1.00 on a Pro Forma Basis shall be no greater than 5.25:1.00, and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt the Senior Notes or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryother Material Indebtedness of Holdings or the Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of such Investmentthe 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 preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Board of Directors of Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and or be continuing or would result therefrom, (ii) the documentation related to the Permanent Securities (or any documentation related to any Permitted Refinancing Indebtedness in the case respect thereof) or any other Indebtedness of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, any Loan Party and (iii) no Subsidiary the Borrower and the Restricted Subsidiaries may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated not Guarantee Indebtedness incurred by an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower parent of such Subsidiary therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Investmentthe parent’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower Loan Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an the amount equal to the Fair Market Value fair market value at the date of such designation of the Loan Parties’ (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, neither the borrower under the Revolving Credit Agreement nor any direct or indirect parent of such entity that is a Subsidiary of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Effective Date designate any Restricted Subsidiary of the Borrower 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 or would result therefrom, therefrom and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio calculated on a Pro Forma Basis pro forma basis shall be no greater less than 5.25:1.00, or equal to 5.00 to 1.00 (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after and the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the calculations demonstrating such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiaryTotal Leverage Ratio calculation). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing 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 Fair Market Value of the applicable parties’ investment in such InvestmentUnrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investmentinvestment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment investment by the Borrower or any Subsidiary in such former Unrestricted Subsidiaries Subsidiary pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such Investment designation of the Borrower’s and its Subsidiaries’ (as applicable) investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Effective Date designate any Restricted Subsidiary (other than Public Sector LLC) 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, no Event of Default pursuant to Sections 7.01(a), (b), (h) or (i) shall have occurred and be continuing or would result therefrom, and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if (A) it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtednessother Material Indebtedness of Holdings or the Borrower, (B) it is the legal owner of Intellectual Property or (C) it owns any Permitted Debt Indebtedness or Equity Interests (or holds any Lien on any property) of the Borrower or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Investmentthe 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 preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.. SECTION 5.14

Designation of Subsidiaries. The Borrower Board of Directors of Holdings may at any time after the Closing Date designate any Restricted Subsidiary of (other than the Borrower Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by notice to the Agent; provided that that, in each case, (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be is then continuing or would result therefrom, ; (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately if after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis as of the last day of the most recently completed Test Period shall be no greater less than 5.25:1.00, or equal to 1.00:1:00; (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, if it would be was previously designated as an Unrestricted Subsidiary and then re-designated as a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof ; and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after such designation it was previously designated an Unrestricted Subsidiarywould be a “restricted subsidiary” for the purpose of the ABL Credit Agreement or any other Material Indebtedness. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower or Holdings, as applicable, therein at the date of designation in an amount equal to the Fair Market Value of the Borrower’s or Holdings’, as applicable, investment therein and the Investment resulting from such Investmentdesignation must otherwise be in compliance with Section 8.11 (as determined at the time of such designation). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness Debt or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value Debt or Liens of such Investment Subsidiary must otherwise be in compliance with Section 8.12 and 8.16 (as determined at the time of such Subsidiarydesignation).

Designation of Subsidiaries. The Borrower may at any time after the Closing Effective Date designate (x) any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or (y) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation on a pro forma basis, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio Borrower is in compliance, on a Pro Forma Basis shall be no greater than 5.25:1.00pro forma basis, with the Financial Covenant for the most recently ended Test Period and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted third party Material Indebtedness for borrowed money of the Borrower pursuant to which a Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an “Unrestricted Subsidiary. .” The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of such Investmentthe 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 Incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Effective Date designate any Restricted Subsidiary (other than Public Sector LLC) 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, no Event of Default pursuant to Sections 7.01(a), (b), (h) or (i) shall have occurred and be continuing or would result therefrom, and (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if (A) it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtednessother Material Indebtedness of Holdings or the Borrower, (B) it is the legal owner of Intellectual Property or (C) it owns any Permitted Debt Indebtedness or Equity Interests (or holds any Lien on any property) of the Borrower or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Investmentthe 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 preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefrom, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt Indebtedness or any Permitted Refinancing thereof and (iviii) no Restricted Subsidiary may be designated 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 greater of (x) the Fair Market Value of such InvestmentInvestment at the date of designation and (y) the sum of (i) the aggregate amount paid to acquire such Unrestricted Subsidiary, if applicable, plus (ii) the aggregate amount of Investments made by the Borrower and its Subsidiaries in such Unrestricted Subsidiary on or prior to the date of designation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value of such Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result therefromfrom such designation, (iib) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio Borrower would be in compliance with Section 6.13 on a Pro Forma Basis and the Borrower shall be no greater than 5.25:1.00, have delivered to the Administrative Agent a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (iiib) and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, if it would be is a “Restricted Subsidiaryrestricted subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or a “guarantor” (or any Permitted Refinancing thereof and (ivsimilar designation) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryfor any Material Indebtedness that is subordinated in right of payment to the Obligations. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date 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 Fair Market Value fair market value of such Investmentparent company’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an Investment by such Subsidiary in any Investments of such Subsidiary, in each case existing at such time time, and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the 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 or would result therefromfrom such designation, (iib) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to 150 such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, Payment Conditions are satisfied and (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, if it would be is a “Restricted Subsidiaryrestricted subsidiary” or a “guarantor” (or any similar designation) for the purpose of any Specified IndebtednessFirst Lien Notes, any Permitted Debt the Second Lien Notes or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated 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 after the Closing Date shall constitute an Investment by the Borrower parent company of such Subsidiary therein under Section 6.04 at the date of designation in an amount equal to the Fair Market Value fair market value of such Investmentparent company’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an Investment by such Subsidiary in any Investments of such Subsidiary, in each case existing at such time time, and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing 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 or would result therefromcontinuing, (iib) in no 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 case Borrower or any Restricted Subsidiary (other than solely any Subsidiary of the designation of Subsidiary to be so designated) may be designated as an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, and (iiic) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of such Investment(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 preceding sentence in an amount equal to the Fair Market Value at the date of such Investment in such Subsidiary.SECTION 5.16

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of (other than the Borrower Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing or would result therefromcontinuing; provided, (ii) in further, that the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated 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 Holdings and its Restricted Subsidiaries, as applicable, therein at the date of designation in an amount equal to the Fair Market Value fair market value (as determined by a Responsible Officer of the Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrower and the Restricted Subsidiaries are in compliance with Section 6.03 after giving effect to such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. The Borrower may not designate any of its Restricted Subsidiaries as an Unrestricted Subsidiary if such Subsidiary is a “Restricted Subsidiary” under the Indenture.

Designation of Subsidiaries. The Borrower may at any time after the Closing 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 designation, no Event of 119 Default shall have occurred and be continuing or would result therefrom, (ii) in the case of the designation of no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary, immediately after giving effect to such designation, ” for the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, purpose of any Material Indebtedness and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after if the value of ABL Priority Collateral held by such designation, it would be a “Restricted Subsidiary” for Subsidiaries so designated exceeds $30,000,000 in any given calendar year unless the purpose of any Specified Indebtedness, any Permitted Debt Borrower shall have delivered an updated Borrowing Base Certificate giving pro forma effect to such designation on or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryprior to the date thereof. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of such Investmentthe 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 preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower (a) Holdings may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower Holdings 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 or would result therefromcontinuing, (ii) in the case of the designation of no Subsidiary may be designated as an Unrestricted Subsidiary as if it is a “Restricted Subsidiary” for the purpose of any Senior Notes Documents, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00ABL Loan Documents or any Junior Financing, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after if such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt Subsidiary or any Permitted Refinancing thereof of its Subsidiaries owns any Broadcast Licenses, Broadcast Stations, material intellectual property or other material property or assets necessary at such time to the operation of the business of the Loan Parties and (iv) no Restricted Unrestricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted own Equity Interests, or hold any Indebtedness, of 110 Holdings, the Borrower or any Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower Holdings therein at the date of designation in an amount equal to the Fair Market Value fair market value of such InvestmentHoldings’ 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 Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of Holdings’ or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Effective Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) that immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, not exceed 7.50 to 1.00 for the most recently ended Test Period and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, or continue as an Unrestricted Subsidiary if it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt the Existing Credit Agreement or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiaryother Material Indebtedness of Holdings or the Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of such Investmentthe Borrower’s or their respective subsidiaries’ (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 preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Borrower’s or its Subsidiaries’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may Parent may, at any time from and after the Closing Date Date, designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designationdesignation (including giving effect on a pro forma basis subject to Section 1.04), the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, 6.50 to 1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated as an Unrestricted SubsidiarySubsidiary pursuant to this Section 5.10. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower applicable Loan Party therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Investmentthe applicable Loan Party’s (or any of its Restricted Subsidiaries’) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary after the Closing Date 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 applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, no Borrower nor any parent company of any Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Parent Borrower may at any time after the Closing Effective Date designate any Restricted Subsidiary of the Parent 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, (i) no Significant Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater is less than 5.25:1.00, or equal to 1.00 to 1.00 and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose Consolidated Total Assets (other than escrowed cash proceeds of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated debt incurred by an Unrestricted Subsidiary) of all Unrestricted Subsidiaries shall not exceed 25% of Consolidated Total Assets for the most recently ended Test Period as of the time of such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of such Investmentthe Parent 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 Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, if it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt the First Lien Facilities or any Permitted Refinancing thereof Junior Financing, as applicable and (iviii) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Signing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of such Investmentthe Borrower’s or its Subsidiary’s (as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiy) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefrom, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio and on a Pro Forma Basis shall be no Basis, the Total Leverage Ratio as of the end of the most recent Measurement Period is not greater than 5.25:1.00, 5.25:1.00 and (iiiii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, if it would be is a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiarythe ABL Facilities . 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 Fair Market Value fair market value of such Investmentthe Borrower’s or its Subsidiary’s (as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiy) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value of the Unrestricted Subsidiary so designated at the date of such Investment in designation. Any such Subsidiarydesignation shall be evidenced to the Agent by filing with the Agent a certificate of a Responsible Officer certifying that such designation or revocation complied with the foregoing conditions.